THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution 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 with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission.

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.

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KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1888)

PROPOSAL FOR RE-ELECTION OF DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS, PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SECURITIES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Kingboard Laminates Holdings Limited (the “ Company ”) to be held at 25/F., Delta House, 3 On Yiu Street, Shek Mun, Shatin, New Territories, Hong Kong on Monday, 29 May 2023 at 11:30 a.m. is set out on pages 31 to 36 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.

25 April 2023

CONTENTS

			Page
DEFINITIONS	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	—	BIOGRAPHICAL DETAILS OF THE DIRECTORS . . . . .	9
APPENDIX II	—	REPURCHASE MANDATE EXPLANATORY
		STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX III	—	PROPOSED AMENDMENTS TO THE MEMORANDUM
		AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . .	15
NOTICE OF THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			31

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“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 Laminates Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board
“Concert Parties”
parties acting in concert with Kingboard for the purpose of the Takeovers Code
“Controlling Shareholder(s)”
the meaning ascribed to it under the Listing Rules
“Director(s)” the director(s) of the Company
“Group”
the Company and its subsidiaries
“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 with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of the passing of the relevant resolution approving this issue mandate
“KBLL Deferred Share(s)”
10,580,000 non-voting deferred share(s) of HK$1 each in the capital of Kingboard Laminates Limited, a non wholly-owned subsidiary of the Company
“Kingboard”
Kingboard Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares (1,108,791,736 ordinary shares as of the Latest Practicable Date) are listed on the Main Board, the holding company of the Company
“Kingboard Group”
Kingboard and, as the context may require, its subsidiaries including the Group

– 1 –

DEFINITIONS

“Kingboard Shares”
“Latest Practicable Date”
“Listing Rules”
“Main Board”
“Meeting”
“Memorandum and Articles”
“New Memorandum and Articles”
“PRC”
“Proposed Amendments”
“Registrar’s Address”
“Repurchase Mandate”

ordinary shares of Kingboard

18 April 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
The Rules Governing the Listing of Securities on the Stock Exchange
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
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 Monday, 29 May 2023 at 11:30 a.m.
the existing memorandum and articles of association of the Company
the amended and restated Memorandum and Articles of Association proposed to be adopted at the Meeting
the People’s Republic of China

the proposed amendments to the Memorandum and Articles to, among other things, (i) bring the Memorandum and Articles up to date and in line with the revised requirements under the Listing Rules and applicable laws of Cayman Islands; and (ii) incorporate certain housekeeping amendments, the details of which are set out in Appendix III to this circular

17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong

a general and unconditional mandate proposed to be granted to the Directors to enable them to buy back 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 as at the date of the passing of the relevant resolution approving this repurchase mandate

– 2 –

DEFINITIONS

“SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” share(s) of HK$0.10 each in the capital of the Company

“Shareholder(s)” 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 2017 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “Year” year 2022 “%” per cent.

In this circular, the terms “associate”, “close associate”, “connected person”, “core connected person”, “controlling shareholder” and “substantial shareholder” have the same meanings given to such terms in the Listing Rules, unless the context otherwise requires.

– 3 –

LETTER FROM THE BOARD

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KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1888)

Executive Directors: Mr. Cheung Kwok Wa (Chairman) Mr. Cheung Kwok Keung (Managing Director) Mr. Cheung Kwok Ping Mr. Lam Ka Po Mr. Cheung Ka Ho Mr. Zhou Pei Feng

Non-executive Director: Mr. Lo Ka Leong

Independent Non-executive Directors: Mr. Ip Shu Kwan, Stephen Mr. Zhang Lu Fu Mr. Kung, Peter Mr. Ho Kwok Ming

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head Office and principal place of business: 23/F., Delta House 3 On Yiu Street Shek Mun, Shatin New Territories Hong Kong

25 April 2023

To Shareholders

Dear Sir or Madam,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Meeting and to give you notice of the Meeting.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS

Mr. Cheung Kwok Keung, Mr. Zhou Pei Feng, Mr. Lo Ka Leong and Mr. Ip Shu Kwan, Stephen, each a Director, will retire from directorship and being eligible for re-election at the Meeting in accordance with Article 130 of the Articles, offer themselves for re-election as Directors.

The Nomination Committee has considered the background, skills, knowledge and experience of the candidates for re-election, having regard to the Board diversity policy. After reviewing the qualifications of the candidates for re-election, the Nomination Committee made recommendations to the Board regarding the re-election of Directors. The Board diversity policy sets out that Board appointments are based on a number of criteria having due regard to the benefits of diversity on the Board including, without limitation, gender, age, cultural and educational background. The Board notes that the Directors 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.

Biographical details of the abovementioned candidates for re-election are set out in Appendix I to this circular.

Pursuant to Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix 14 of 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 Mr. Ip 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 Mr. Ip as an independent non-executive Director.

Pursuant to Code Provision B.2.4(a) of Part 2 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, where all the independent non-executive directors of the company have served more than nine years on the board, the company should, among others, disclose the length of tenure of each existing independent non-executive director on a named basis in the circular to shareholders.

Mr. Ip was appointed as independent non-executive Director in May 2011 and as at the Latest Practicable Date, has served in the role for more than 11 years.

Mr. Ip Shu Kwan, Stephen has confirmed independence pursuant to rule 3.13 of the Listing Rules. The Nomination Committee and the Board also considers that Mr. Ip 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 Mr. Ip (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

– 5 –

LETTER FROM THE BOARD

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 Mr. Ip remains independent despite his years of service with the Company.

In addition, during the years of service with the Company, Mr. Ip 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 Mr. Ip has the character, integrity, ability and experience to continue to fulfil his role as required effectively. There is no evidence that their over nine years of service with the Company would have any impact on their independence which, on the contrary, is an asset to the Company. Having considered the professional qualifications of Mr. Ip, his respective 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 Mr. Ip as an independent non-executive Director will bring considerable stability to the Board, and Mr. Ip 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 Mr. Ip’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 Mr. Ip as independent non-executive Director at the Meeting.

At the Meeting, a separate ordinary resolution will be proposed to re-elect Mr. Ip Shu Kwan, Stephen 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 not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at that date (“ Existing Issue Mandate ”) and a general mandate authorising the Directors to buy back securities of the Company not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at that date (“ Existing Repurchase Mandate ”).

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 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 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.

– 6 –

LETTER FROM THE BOARD

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 the Articles or any applicable laws of the Cayman Islands or the Listing Rules; 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 have 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 3,120,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the resolution with regard to the granting of the Issue Mandate, the Company will be allowed to issue new Shares up to the aggregate nominal amount of a maximum of 624,000,000 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 HK20 cents per Share for the Year. The payment of final dividend is subject to the approval by the Shareholders at the Meeting.

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES

The Company proposes to amend its Memorandum and Articles in order to: (i) bring the Memorandum and Articles up to date and in line with the revised requirements under the Listing Rules and the applicable laws of Cayman Islands; and (ii) incorporate certain housekeeping amendments. The Board will also propose that the New Memorandum and Articles, which contain all the Proposed Amendments as set out in Appendix III to this circular, be adopted to replace the Memorandum and Articles. The Proposed Amendments and adoption of the New Memorandum and Articles are subject to the approval of the Shareholders by way of a special resolution at the Meeting. Full particulars of the Proposed Amendments are set out in Appendix III to this circular.

The Proposed Amendments are written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the New Memorandum and Articles is purely for reference only. Should there be any discrepancy, the English version shall prevail.

– 7 –

LETTER FROM THE BOARD

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments and the adoption of the New Memorandum and Articles comply with the requirements of the Listing Rules and the legal advisers to the Company as to the laws of Cayman Islands have confirmed that the Proposed Amendments and the adoption of the New Memorandum and Articles do not violate the applicable laws of Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments and the adoption of the New Memorandum and Articles for a company listed on the Stock Exchange.

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 in 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 best 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 of Kingboard Laminates Holdings Limited Cheung Kwok Wa Chairman

– 8 –

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

This appendix contains the biographical details of the candidates for re-election at the Meeting to enable the Shareholders to make an informed view on whether to vote for or against the relevant resolutions to be proposed at the Meeting.

Mr. Cheung Kwok Keung , aged 70, is an executive Director and the Managing Director of the Company. He is a brother of Mr. Cheung Kwok Wa and Mr. Cheung Kwok Ping, both being executive Directors, and an uncle of Mr. Cheung Ka Ho, an executive Director. Mr. Cheung joined Kingboard in 1991 and has over 31 years experience in the laminate industry. He is responsible for the overall implementation of the strategic plans and goals of the Group. Mr. Cheung was appointed as an executive Director in July 2006.

The Company does not have any existing service contract with him regarding his appointment as an executive Director. His appointment as an Director shall be subject to retirement by rotation at annual general meetings. He is entitled to a monthly salary of HK$240,000, 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 in the Company. The remuneration will be reviewed by the Board and the remuneration committee of the Company for each financial year of the Company.

As at the Latest Practicable Date, he was interested or deemed to be interested in the following shares and/or equity derivatives (including share options) of the Company and/or associated corporations of the Company within the meaning of Part XV of the SFO: (i) 2,610,222 Kingboard Shares; (ii) 529,000 KBLL Deferred Shares; (iii) 2,502,000 Shares; and (iv) 6,000,000 Share Options. Mr. Cheung is also a shareholder of Hallgain Management Limited.

Mr. Zhou Pei Feng , aged 54, is an executive Director. He joined Kingboard in 1999 and is the general manager of four glass epoxy laminate facilities in Shenzhen, Fogang, Jiangmen and Jiangyin, the PRC. Mr. Zhou holds a Bachelor’s Degree in Mechanical Engineering from the Chongqing University and a Master’s Degree in Material Processing Engineering from Jilin Industrial University (now known as Jilin University). He was appointed as an executive Director in November 2006.

He entered into a service agreement with the Company with a term of three years renewable on expiry. His appointment as Director shall be subject to retirement by rotation at annual general meetings. He is entitled to a monthly salary of HK$90,000, 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 in the Company. The remuneration will be reviewed by the Board and the remuneration committee of the Company for each financial year of the Company.

– 9 –

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

Mr. Lo Ka Leong , aged 49, is a non-executive Director. Mr. Lo is also a member of the audit committee of the Company. He holds a Bachelor’s Degree in Professional Accountancy from The Chinese University of Hong Kong and is a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Lo joined Kingboard in May 1999 and is in charge of Kingboard’s company secretarial work. Prior to joining Kingboard, he was an accountant at an international accounting firm. Mr. Lo was appointed as a non-executive Director in July 2006.

The Company does not have any existing service contract with him regarding his appointment as Director. His appointment as Director shall be subject to retirement by rotation at annual general meetings. He is entitled to a monthly salary of HK$106,000, 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 in the Company. The remuneration will be reviewed by the Board and the remuneration committee of the Company for each financial year of the Company.

Mr. Ip Shu Kwan, Stephen , GBS, JP, aged 71, joined as an independent non-executive Director in May 2011. Mr. Ip is also the chairman of the remuneration committee of the Company, and a member of the audit committee and nomination committee of the Company. Mr. Ip is responsible for providing independent opinion and judgment to our Board.

Mr. Ip is currently serving as independent non-executive director of six other companies listed on the Main Board of the Stock Exchange, namely China Resources Cement Holdings Limited (stock code: 1313) since August 2008, Lai Sun Development Company Limited (stock code: 488) since December 2009, Luk Fook Holdings (International) Limited (stock code: 590) since October 2011, Nameson Holdings Limited (stock code: 1982) since April 2018, Million Cities Holdings Limited (stock code: 2892) since June 2018 and C-MER Eye Care Holdings Limited (stock code: 3309) since November 2020. Mr. Ip also served as independent non-executive director of Synergis Holdings Limited (stock code: 2340) from September 2008 to December 2017. From November 1973 to July 2007, Mr. Ip held various positions in The Government of the Hong Kong Special Administrative Region, such as Commissioner of Insurance, Commissioner for Labour, Secretary for Economic Services and Secretary for Financial Services and Secretary for Economic Development and Labour.

Mr. Ip graduated from The University of Hong Kong with a Bachelor’s Degree in Social Sciences in September 1973, and he subsequently completed the program for management development at Harvard University Graduate School of Business Administration in November 1986. Mr. Ip received the Gold Bauhinia Star award from The Government of the Hong Kong Special Administrative Region in 2001 and he was appointed as an unofficial Justice of the Peace in July 2007.

– 10 –

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

The Company has entered into an appointment letter with Mr. Ip regarding his appointment which shall continue subject to the terms and conditions thereof and as may be agreed between the parties from time to time. Mr. Ip’s appointment as an independent non-executive Director shall also be subject to retirement by rotation at the annual general meeting and he shall be eligible for re-election in accordance with the Articles of Association. Mr. Ip is entitled to monthly fee of HK$40,000. Mr. Ip’s remuneration was determined with reference to, among other things, his duties and responsibilities in the Company. Mr. Ip’s director’s fee 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, save as disclosed above, for each of the abovementioned candidates, 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 the last three years; (iii) any other 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 pursuant to Rule 13.51 of the Listing Rules.

– 11 –

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 3,120,000,000 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 312,000,000 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 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 and, or earnings per Share of the Company 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 Memorandum and Articles, 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. 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 to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as 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.

– 12 –

APPENDIX II

REPURCHASE MANDATE EXPLANATORY STATEMENT

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:

	Highest	Lowest
Month	traded price	traded Price
	(HK$)	(HK$)
2022
April	13.28	11.32
May	13.20	11.70
June	14.48	9.38
July	9.78	7.14
August	7.68	6.81
September	8.10	6.77
October	7.62	6.23
November	8.18	6.15
December	9.07	7.85
2023
January	9.87	8.30
February	10.70	9.45
March	10.60	8.00
April (up to the Latest Practicable Date)	8.75	8.03

GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their close associates currently intends to sell Shares to the Company or its subsidiaries. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the proposed Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

No core connected person of the Company, as defined in the Listing Rules, has notified the Company that he has 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.

– 13 –

APPENDIX II

REPURCHASE MANDATE EXPLANATORY STATEMENT

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, Kingboard, the Controlling Shareholder of the Company, together with its Concert Parties were interested in approximately 74.97% of the entire issued share capital of the Company. In the event that the Directors should exercise in full the proposed Repurchase Mandate to repurchase Shares, the aggregate shareholding of the aforesaid Shareholders will be increased to approximately 83.30% of the issued share capital of the Company. To the best of the knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code.

– 14 –

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The followings are the Proposed Amendments. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the New Memorandum and Articles.

General Amendments to the Memorandum and Articles

(i) Replacing all references to the words “Companies Law (2011 Revision)” with “Companies Act (As Revised)”, wherever they appear in the Memorandum and Articles; and
(ii) Replacing all references to the word “Law” with “Act” wherever they appear in the Memorandum and Articles.

Specific Amendments to the Articles

Clause No. Existing provisions	Clause No. Existing provisions	Clause No. Existing provisions
2 Interpretation “Associate” shall mean, in relation to any Director: (i) his spouse and any of his or his spouse’s children or step-children, natural or adopted, under the age of 18 (together, the “family interests”);
		~~Director:~~ ~~hid~~
	~~to any ~~ ~~(i)~~

– 15 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing provisions			Proposed to be amended as
	(ii)	the trustees, acting in their capacity		~~(ii)~~	~~the trustees, acting in their capacity~~
		as such trustees, of any trust of which			~~as such trustees, of any trust of~~
		he or any of his family interests is	a		~~which he or any of his family~~
		beneficiary or, in the case of	a		~~interests is a beneficiary or, in the~~
		discretionary trust, is (to his			~~case of a discretionary trust, is (to~~
		knowledge) a discretionary object			~~his knowledge) a discretionary~~
		and any company (a			~~object~~ ~~and~~ ~~any~~ ~~company~~ ~~(a~~
		“trustee-controlled company”) in the			~~“trustee-controlled company”) in~~
		equity capital of which the trustees,			~~the equity capital of which the~~
		acting in their capacity as such			~~trustees, acting in their capacity as~~
		trustees, are directly or indirectly			~~such~~ ~~trustees,~~ ~~are~~ ~~directly~~ ~~or~~
		interested so as to exercise 30 per			~~indirectly~~ ~~interested~~ ~~so~~ ~~as~~ ~~to~~
		cent. (or such other amount as may			~~exercise 30 per cent. (or such other~~
		from time to time be specified in the			~~amount as may from time to time be~~
		HK Code on Takeovers and Mergers			~~specified~~ ~~in~~ ~~the~~ ~~HK~~ ~~Code~~ ~~on~~
		as being the level for triggering	a		~~Takeovers and Mergers as being the~~
		mandatory general offer) or more of			~~level for triggering a mandatory~~
		the voting power at general			~~general offer) or more of the voting~~
		meetings, or to control the			~~power at general meetings, or to~~
		composition of a majority of the			~~control~~ ~~the~~ ~~composition~~ ~~of~~ ~~a~~
		board of directors and any other			~~majority of the board of directors~~
		company which is its subsidiary			~~and any other company which is its~~
		(together, the “trustee interests”);			~~subsidiary (together, the “trustee~~
					~~interests”);~~
	(iii)	a holding company of	a	~~(iii)~~	~~a~~ ~~holding~~ ~~company~~ ~~of~~ ~~a~~
		trustee-controlled company or	a		~~trustee-controlled company or a~~
		subsidiary of any such holding			~~subsidiary of any such holding~~
		company;			~~company;~~

– 16 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing provisions		Proposed to be amended as
	(iv)	any company in the equity capital of	~~(iv)~~	~~any company in the equity capital of~~
		which he, his family interests, any of		~~which he, his family interests, any~~
		the trustees referred to in paragraph		~~of~~ ~~the~~ ~~trustees~~ ~~referred~~ ~~to~~ ~~in~~
		(ii) above, acting in their capacity as		~~paragraph (ii) above, acting in their~~
		such trustees, and/or any trustee		~~capacity as such trustees, and/or any~~
		interests taken together are directly		~~trustee interests taken together are~~
		or indirectly interested (other than		~~directly or indirectly interested~~
		through their respective interests in		~~(other than through their respective~~
		the capital of the Company) so as to		~~interests in the capital of the~~
		exercise or control the exercise of 30		~~Company) so as to exercise or~~
		per cent. (or such other amount as		~~control the exercise of 30 per cent.~~
		may from time to time be specified in		~~(or such other amount as may from~~
		the HK Code on Takeovers and		~~time to time be specified in the HK~~
		Mergers as being the level for		~~Code on Takeovers and Mergers as~~
		triggering a mandatory general		~~being the level for triggering a~~
		offer) or more of the voting power at		~~mandatory general offer) or more of~~
		general meetings, or to control the		~~the~~ ~~voting~~ ~~power~~ ~~at~~ ~~general~~
		composition of a majority of the		~~meetings,~~ ~~or~~ ~~to~~ ~~control~~ ~~the~~
		board and any other company which		~~composition of a majority of the~~
		is its subsidiary or holding company		~~board and any other company which~~
		or a fellow subsidiary of any such		~~is~~ ~~its~~ ~~subsidiary~~ ~~or~~ ~~holding~~
		holding company; and		~~company or a fellow subsidiary of~~
				~~any such holding company; and~~
	any	other persons who would be deemed to	~~any other persons who would be deemed to~~
	be an “Associate” of the Director under have		~~be an “Associate” of the Director under the~~
	the meaning given to it in the Listing Rules;		~~Listing Rules;~~
	…		…
	“the Companies Ordinance” shall mean the		“Close Associate” shall have the meaning
	Companies Ordinance (Cap. 32 of the Laws		given	to it in the Listing Rules;
	of Hong Kong) as in force from time to time;
	…		…
	Sections 8 and 19 of the Electronic		“the Companies Ordinance” shall mean the
	Transactions Law shall not apply;		Companies Ordinance (Cap. ~~32 ~~622 of the Laws of Hong Kong) as in force from time to
			time;
			…
			Sections 8 and 19(3) of the Electronic
			Transactions ~~Law ~~Act shall not apply;

– 17 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing provisions	Proposed to be amended as
21	Except when a register is closed and, if	Except when a register is closed in
	applicable, subject to the additional	accordance with the Companies Ordinance
	provisions of Article 24, the principal	and, if applicable, subject to the additional
	register and any branch register shall during	provisions of Article 24, the principal
	business hours be kept open to the	register and any branch register shall during
	inspection of any member without charge.	business hours be kept open to the
		inspection of any member without charge.
77	The Company shall in each year hold a	The Company shall ~~in each year ~~hold a
	general meeting as its annual general	general meeting as its annual general
	meeting in addition to any other meeting in	meeting~~in addition to any other meeting in~~
	that year and shall specify the meeting as such in the notices calling it; and not more	~~that year and shall specify the meeting ~~for each financial year, to be held within six
	than 15 months shall elapse (or such longer	months after the end of such financial year.
	period as the Exchange may authorise) between the date of one annual general	The annual general meeting shall be specified as such in the notices calling it~~;~~
	meeting of the Company and that of the	and ~~not more than 15 months shall elapse~~
	next. So long as the first annual general	~~(or such longer period as the Exchange may~~
	meeting of the Company is held within 18	~~authorise) between the date of one annual~~
	months of its incorporation, it need not be	~~general meeting of the Company and that~~
	held in the year of its incorporation or in the	~~of the next. So long as the first annual~~
	following years. The annual general	~~general meeting of the Company is held~~
	meeting shall be held at such time and place	~~within 18 months of its incorporation, it~~
	as the Board shall appoint.	~~need not ~~shall be held in the year of its incorporation or in the following years. The
		annual general meeting shall be held at such
		time and place as the Board shall appoint.

– 18 –

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing provisions	Proposed to be amended as
79	The Board may, whenever it thinks fit,	The Board may, whenever it thinks fit,
	convene an extraordinary general meeting.	convene an extraordinary general meeting.
	General meetings shall also be convened on	General meetings shall also be convened on
	the written requisition of any two or more members of the Company deposited at the	the written requisition of any ~~two ~~one or more members of the Company holding
	principal office of the Company in Hong	together, as at the date of deposit of the
	Kong or, in the event the Company ceases to	requisition, shares representing not less
	have such a principal office, the registered	than one-tenth of the voting rights, on a
	office specifying the objects of the meeting	one vote per share basis, of the Company
	and signed by the requisitionists, provided	which carry the right of voting at general
	that such requisitionists held as at the date	meetings of the Company. The written
	of deposit of the requisition not less than	requisition shall be deposited at the
	one-tenth of the paid up capital of the	principal office of the Company in Hong
	Company which carries the right of voting	Kong or, in the event the Company ceases to
	at general meetings of the Company.	have such a principal office, the registered
	General meetings may also be convened on	office specifying the objects of the meeting
	the written requisition of any one member	and~~signed by the requisitionists, provided~~
	of the Company which is a recognised	~~that such requisitionists held as at the date~~
	clearing house (or its nominee(s)) deposited	~~of deposit of the requisition not less than~~
	at the principal office of the Company in	~~one-tenth of the paid up capital of the~~
	Hong Kong or, in the event the Company	~~Company which carries the right of voting~~
	ceases to have such a principal office, the	~~at general meetings of the Company.~~
	registered office specifying the objects of the	~~General meetings may also be convened on~~
	meeting and signed by the requisitionist,	~~the written requisition of any one member~~
	provided that such requisitionist held as at	~~of the Company which is a recognised~~
	the date of deposit of the requisition not less	~~clearing~~ ~~house~~ ~~(or~~ ~~its~~ ~~nominee(s))~~
	than one-tenth of the paid up capital of the	~~deposited at the principal office of the~~
	Company which carries the right of voting	~~Company in Hong Kong or, in the event the~~
	at general meetings of the Company. If the	~~Company ceases to have such a principal~~
	Board does not within 21 days from the date	~~office, the registered office specifying the~~
	of deposit of the requisition proceed duly to convene the meeting to be held within a further 21 days, the requisitionist(s)	~~objects of ~~the resolutions to be added to the meeting agenda and signed by the requisitionist(s).~~, provided that such~~
	themselves or any of them representing	~~requisitionist held as at the date of deposit~~
	more than one-half of the total voting rights	~~of the requisition not less than one-tenth~~
	of all of them, may convene the general	~~of the paid up capital of the Company~~
	meeting in the same manner, as nearly as	~~which carries the right of voting at general~~
	possible, as that in which meetings may be	~~meetings of the Company. ~~If the Board does
	convened by the Board provided that any	not within 21 days from the date of deposit
	meeting so convened shall not be held after	of the requisition proceed duly to convene
	the expiration of three months from the date	the meeting to be held within a further 21
	of deposit of the requisition, and all	days, the requisitionist(s) themselves or any
	reasonable expenses incurred by the	of them representing more than one-half of
	requisitionist(s) as a result of the failure of	the total voting rights of all of them, may
	the Board shall be reimbursed to them by	convene the general meeting in the same
	the Company	manner, as nearly as possible, as that in
		which meetings may be convened by the
		Board provided that any meeting so
		convened shall not be held after the
		expiration of three months from the date of
		deposit of the requisition, and all reasonable
		expenses incurred by the requisitionist(s) as
		a result of the failure of the Board shall be
		reimbursed to them by the Company

– 19 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Clause No. Existing provisions	Proposed to be amended as
	80 An annual general meeting and any extraordinary general meeting called for the passing of a special resolution shall be called by not less than 20 business days’ notice or 21 days’ notice (whichever is longer) in writing and any other extraordinary general meeting shall be called by not less than 10 business days’ notice or 14 days’ notice (whichever is longer) in writing. The notice shall be inclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the time, place and agenda of the meeting, particulars of the resolutions to be considered at the meeting and in the case of special business (as defined in Article 85) the general nature of that business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company

– 20 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Clause
	No.	Existing provisions Proposed to be amended as
	97	Subject to any special rights, privileges or Subject to any special rights, privileges or
		restrictions as to voting for the time being restrictions as to voting for the time being
		attached to any class or classes of shares, at attached to any class or classes of shares, at
		any general meeting, on a show of hands any general meeting, ~~on a show of hands~~
		(where permitted by the Listing Rules and ~~(where permitted by the Listing Rules and~~
		these Articles) every member present in person (or, in the case of a member being a ~~these Articles) ~~(a) every member present in person (or, in the case of a member being a
		corporation, by its duly authorised corporation, by its duly authorised
		representative) or by proxy shall have one representative) or by proxy shall have the
		vote, and on a poll every member present in right to speak, (b) on a show of hands
		person (or, in the case of a member being a (where permitted by the Listing Rules and
		corporation, by its duly authorised these Articles) every member present in
		representative) or by proxy shall have one such manner shall have one vote, and on a
		vote for each share registered in his name in poll every member present in such manner
		the register. On a poll, a member entitled to ~~person (or, in the case of a member being a~~
		more than one vote need not use all his votes ~~corporation,~~ ~~by~~ ~~its~~ ~~duly~~ ~~authorised~~
		or cast all the votes he uses in the same way. ~~representative) or by proxy ~~shall have one
		For the avoidance of doubt, where more vote for each share registered in his name in
		than one proxy is appointed by a recognised the register, provided that a member shall
		clearing house or its nominee(s), each proxy not have the right to speak or vote in
		shall have one vote on a show of hands respect of any particular resolution on
		(where permitted under the Listing Rules which such member is required, under the
		and these Articles) and is under no Listing Rules, to abstain from voting. On a
		obligation to cast all his votes in the same poll, a member entitled to more than one
		way on a poll. vote need not use all his votes or cast all the
		votes he uses in the same way. For the
		avoidance of doubt, where more than one
		proxy is appointed by a recognised clearing
		house or its nominee(s), each proxy shall
		have one vote on a show of hands (where
		permitted under the Listing Rules and these
		Articles) and is under no obligation to cast
		all his votes in the same way on a poll.

– 21 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing provisions	Proposed to be amended as
114	The Board shall have power from time to The Board		shall have power from time to
	time and at any time to appoint	any person time and at any time to appoint any person
	as a Director either to fill a casual vacancy or as a Director either to fill a casual vacancy or
	as an addition to the Board. Any	Director so as an addition to the Board. Any Director so
	appointed shall hold office only until the appointed		shall hold office only until the
	next following general meeting of the Company and shall then be eligible for ~~next following ~~first annual general meeting of the Company after his appointment and
	re-election at that meeting. The	re-election shall then be eligible for re-election at that
	of an Independent Non-Executive Director meeting. The re-election of an Independent
	who has held such office for more than nine Non-Executive Director who has held such
	years shall require separate approval of an office for more than nine years shall require
	ordinary resolution of the members in separate approval of an ordinary resolution
	general meeting and the Board shall provide of the members in general meeting and the
	reasons to the members prior to	the general Board shall provide reasons to the members
	meeting as to why it believes such prior to the general meeting as to why it
	Independent Non-Executive Director is still believes such Independent Non-Executive
	independent and should be re-elected. Director is		still independent and should be
		re-elected.
115	The Company may from time	to time in The Company may from time to time in
	general meeting by ordinary	resolution general meeting by ordinary resolution
	increase or reduce the number of Directors increase or		reduce the number of Directors
	but so that the number of Directors shall not but so that		the number of Directors shall not
	be less than two. Subject to the provisions of be less than two. Subject to the provisions of
	these Articles and the Law, the Company may by ordinary resolution elect any person these Articles and the ~~Law ~~Act, the Company may by ordinary resolution elect
	to be a Director either to fill a casual vacancy any person to be a Director either to fill a
	or as an addition to the existing Directors. casual vacancy or as an addition to the
	Any Director so appointed shall	hold office existing Directors. ~~Any~~ ~~Director~~ ~~so~~
	only until the next following general ~~appointed ~~		~~shall hold office only until the~~
	meeting of the Company and shall then be ~~next following general meeting of the~~
	eligible for reelection.	~~Company ~~	~~and shall then be eligible for~~
		~~reelection.~~

– 22 –

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause No. Existing provisions Proposed to be amended as 117 The Company shall keep at its office a The Company shall keep at its registered register of directors and officers containing office a register of directors and officers their names and addresses and occupations containing their names and addresses and and any other particulars required by the ~~occupations and~~ any other particulars Law and shall send to the Registrar of required by the ~~Law~~ Act and shall send to Companies of the Cayman Islands a copy of the Registrar of Companies of the Cayman such register and shall from time to time Islands a copy of such register and shall notify to the Registrar of Companies of the from time to time notify to the Registrar of Cayman Islands any change that takes place Companies of the Cayman Islands any in relation to such Directors as required by change that takes place in relation to such the Law. Directors as required by the ~~Law~~ Act . 118 The Company may by ordinary resolution at The Company may by ordinary resolution at any general meeting remove any Director any general meeting remove any Director (including a Managing Director or other (including a Managing Director or other executive Director) before the expiration of executive Director) before the expiration of his period of office notwithstanding his ~~period~~ term of office notwithstanding anything in these Articles or in any anything in these Articles or in any agreement between the Company and such agreement between the Company and such Director and may by ordinary resolution Director and may by ordinary resolution elect another person in his stead. Any elect another person in his stead. Any person so elected shall hold office during person so elected shall hold office during such time only as the Director in whose such time only as the Director in whose place he is elected would have held the same place he is elected would have held the same if he had not been removed. Nothing in this if he had not been removed. Nothing in this Article should be taken as depriving a Article should be taken as depriving a Director removed under any provisions of Director removed under any provisions of this Article of compensation or damages this Article of compensation or damages payable to him under any contract in respect payable to him under any contract in respect of the termination of his appointment as of the termination of his appointment as Director or of any other appointment or Director or of any other appointment or office as a result of the termination of his office as a result of the termination of his appointment as Director or as derogatory appointment as Director or as derogatory from any power to remove a Director which from any power to remove a Director which may exist apart from the provision of this may exist apart from the provision of this Article. Article.

– 23 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing	provisions	Proposed to be amended as
130	The office of a Director shall be vacated:		The office of a Director shall be vacated:
	130.1	if he resigns his office by notice in	130.1	if he resigns his office by notice in
		writing to the Company at its		writing to the Company at its
		registered office or its principal		registered office or its principal
		office in Hong Kong;		office in Hong Kong;
	130.2	if an order is made by any	130.2	if an order is made by any
		competent court or official on the		competent court or official on the
		grounds that he is or may be		grounds that he is or may be
		suffering from mental disorder or is		suffering from mental disorder or is
		otherwise incapable of managing		otherwise incapable of managing
		his affairs and the Board resolves		his affairs and the Board resolves
		that his office be vacated;		that his office be vacated;
	130.3	if, without leave, he is absent from	130.3	if, without leave, he is absent from
		meetings of the Board (unless an		meetings of the Board (unless an
		alternate Director appointed by him		alternate Director appointed by him
		attends in his place) for a		attends in his place) for a
		continuous period of 12 months,		continuous period of 12 months,
		and the Board resolves that his		and the Board resolves that his
		office be vacated;		office be vacated;
	130.4	if he becomes bankrupt or has a	130.4	if he becomes bankrupt or has a
		receiving order made against him		receiving order made against him
		or suspends payment or		or suspends payment or
		compounds with his creditors		compounds with his creditors
		generally;		generally;
	130.5	if he ceases to be or is prohibited	130.5	if he ceases to be or is prohibited
		from being a Director by law or by		from being a Director by law or by
		virtue of any provisions in these		virtue of any provisions in these
		Articles;		Articles;
	130.6	if he shall be removed from office	130.6	if he shall be removed from office
		by notice in writing served upon		by notice in writing served upon
		him signed by not less than		him signed by not less than
		three-fourths in number (or, if that		three-fourths in number (or, if that
		is not a round number, the nearest		is not a round number, the nearest
		lower round number) of the		lower round number) of the
		Directors (including himself) then		Directors (including himself) then
		in office; or		in office; or
	130.7	if he shall be removed from office	130.7	if he shall be removed from office
		by an ordinary resolution of the		by an ordinary resolution of the
		members of the Company under		members of the Company under
		Article 118.		Article 118.

– 24 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No. Existing provisions			Proposed to be amended as
At every annual general meeting of the At every annual general meeting of the
Company one-third of the Directors for the Company one-third of the Directors for the
time	being, or, if their number is not three or time			being, or, if their number is not three or
a multiple of three, then the number nearest a multiple of three, then the number nearest
to, but not less than, one-third, shall retire to, but not less than, one-third, shall retire
from	office by rotation provided that every from office by rotation provided that every
Director (including those appointed for a Director (including those appointed for a
specific term) shall be subject to retirement specific term) shall be subject to retirement
by rotation at least once every three years. by rotation at least once every three years.
Any Director appointed pursuant to Article 114 or Article 115 shall not be taken into Any Director ~~appointed ~~required to stand for re-election pursuant to Article 114 ~~or~~
account in determining which Directors are ~~Article 115 ~~shall not be taken into account in
to retire by rotation. A retiring Director			shall determining the number of Directors and
retain office until the close of the meeting at which Directors are to retire by rotation. A
which he retires and shall		be eligible for retiring Director shall retain office until the
re-election thereat. The Company at any close of the meeting at which he retires and
annual general meeting at which			any shall be eligible for re-election thereat. The
Directors retire may fill the vacated office by Company at any annual general meeting at
electing a like number of		persons to be which any Directors retire may fill the
Directors.			vacated office by electing a like number of
			persons to be Directors.

– 25 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing provisions		Proposed to be amended as
134	A Director shall not be entitled to vote on		A Director shall not be entitled to vote on
	(nor shall be counted in the quorum in		(nor shall be counted in the quorum in
	relation to) any resolution of the Board in		relation	to) any resolution of the Board in
	respect of any contract or arrangement or		respect	of any contract or arrangement or
	any	other proposal whatsoever in which he	any other proposal whatsoever in which he
	or any of his Associates has any material		or any	of his Close Associates (or, if
	interest, and if he shall do so his vote shall		required by the Listing Rules, his other
	not be counted (nor is he to be counted in		Associates) has any material interest, and if
	the	quorum for the resolution), but this	he shall	do so his vote shall not be counted
	prohibition shall not apply to any of the		(nor is he to be counted in the quorum for
	following matters, namely:		the resolution), but this prohibition shall not
			apply to any of the following matters,
	134.1 the giving of any security or		namely:
		indemnity either
			134.1	the giving of any security or
		134.1.1 to the Director or any of his		indemnity either
		Associates in respect of
		money lent or obligations		134.1.1 to the Director or any of his
		incurred or undertaken by		Close Associates in respect
		him or any of them at the		of money lent or obligations
		request of or for the benefit		incurred or undertaken by
		of the Company or any of its		him or any of them at the
		subsidiaries; or		request of or for the benefit
				of the Company or any of its
		134.1.2 to a third party in respect of		subsidiaries; or
		a debt or obligation of the
		Company or any of its		134.1.2 to a third party in respect of
		subsidiaries for which the		a debt or obligation of the
		Director or any of his		Company or any of its
		Associates has himself/		subsidiaries for which the
		themselves assumed responsibility		Director or any of his Close
		in whole or in part and		Associates has himself/
		whether alone or jointly		themselves assumed responsibility
		under a guarantee or		in whole or in part and
		indemnity or by the giving		whether alone or jointly
		of security;		under a guarantee or
				indemnity or by the giving
				of security;

– 26 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing	provisions	Proposed to be		amended as
	134.2	any proposal concerning an offer of	134.2	any proposal concerning an offer of
		shares or debentures or other		shares	or debentures or other
		securities of or by the Company or		securities of or by the Company or
		any other Company which the Company may promote or be		any other ~~Company~~ company which the Company may promote
		interested in for subscription or		or be interested in for subscription
		purchase where the Director or any		or purchase where the Director or
		of his Associates is/are or is/are to		any of	his Close Associates is/are
		be interested as a participant in the		or is/are to be interested as a
		underwriting or sub-underwriting		participant in the underwriting or
		of the offer;		sub-underwriting of the offer;
	134.3	[Intentionally deleted]	134.3	[Intentionally deleted]
	134.4	any proposal or arrangement	134.4	any proposal or arrangement
		concerning the benefit of		concerning the benefit of
		employees of the Company or any		employees of the Company or any
		of its subsidiaries including:		of its subsidiaries including:
		134.4.1 the adoption, modification		134.4.1	the adoption, modification
		or operation of any			or operation of any
		employees’ share scheme			employees’ share scheme
		or any share incentive			or any share incentive
		scheme or share option			scheme or share option
		scheme under which the			scheme under which the
		Director or any of his			Director or any of his
		Associates may benefit; or			Close Associates may
					benefit; or
		134.4.2 the adoption, modification
		or operation of a pension		134.4.2	the adoption, modification
		or provident fund or			or operation of a pension
		retirement, death or			or provident fund or
		disability benefits scheme			retirement, death or
		which relates both to			disability benefits scheme
		Directors, their Associates			which relates both to
		and employees of the			Directors, their Close
		Company or any of its			Associates and employees
		subsidiaries and does not			of the Company or any of
		provide in respect of any			its subsidiaries and does
		Director or any of his			not provide in respect of
		Associates as such any			any Director or any of his
		privilege or advantage not			Close Associates as such
		generally accorded to the			any privilege or
		class of persons to which			advantage not generally
		such scheme or fund			accorded to the class of
		relates; and			persons to which such
					scheme or fund relates;
					and

– 27 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

– 28 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Clause
No.	Existing provisions		Proposed to be amended as
143	Except as would, if the Company were a company incorporated in Hong Kong, be		Except as would~~, ~~be permitted by the Companies Ordinance if the Company were
	permitted by Section 157H of the		a company incorporated in Hong Kong, ~~be~~
	Companies Ordinance as in force at the date		~~permitted~~ ~~by~~ ~~Section~~ ~~157H~~ ~~of~~ ~~the~~
	of adoption of these Articles, and except as		~~Companies Ordinance as in force at the~~
	permitted under the Companies Law, the		~~date of adoption of these Articles, ~~and
	Company shall not directly or indirectly:		except as permitted under the Companies
	143.1	make a loan to a Director or his	~~Law ~~Act, the Company shall not directly or indirectly:
		Associates or a director of any
		holding company of the Company;	143.1	make a loan to a Director or his
				Close Associates or a director of
	143.2	enter into any guarantee or provide		any holding company of the
		any security in connection with a		Company or a body corporate
		loan made by any person to a		controlled by a Director or such a
		Director or such a director; or		director;
	143.3	if any one or more of the Directors	143.2	enter into any guarantee or provide
		hold (jointly or severally or directly		any security in connection with a
		or indirectly) a controlling interest		loan made by any person to a
		in another company, make a loan to		Director or such a director or a
		that other company or enter into		body corporate controlled by a
		any guarantee or provide any		Director or such a director; or
		security in connection with a loan
		made by any person to that other	143.3	if any one or more of the Directors
		company.		hold (jointly or severally or directly
				or indirectly) a controlling interest
				in another company, make a loan to
				that other company or enter into
				any guarantee or provide any
				security in connection with a loan
				made by any person to that other
				company.

– 29 –

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	Clause No. Existing provisions	Proposed to be amended as	Proposed to be amended as
	207 The Company shall at any annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The removal of an Auditor before the expiration of his period of office shall require the approval of an ordinary resolution of the members in general meeting. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.
	221A

	227 The financial year of the Company shall be prescribed by the Board and may, from time to time, be changed by it.	~~Th~~

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NOTICE OF THE AGM

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KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1888)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of Kingboard Laminates Holdings Limited (“ Company ”) will be held at 25/F., Delta House, 3 On Yiu Street, Shek Mun, Shatin, New Territories, Hong Kong on Monday, 29 May 2023 at 11:30 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 2022;
To declare a final dividend;
To re-elect (as the case may be) the following directors of the Company (each as a separate resolution):

as executive director:

(A) Cheung Kwok Keung
(B) Zhou Pei Feng

as non-executive director:

(C) Lo Ka Leong
To re-elect Mr. Ip Shu Kwan, Stephen (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 the directors’ remuneration;
To re-appoint auditors and to authorise the board of directors to fix their remuneration;

– 31 –

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 options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and 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 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 or agreed conditionally or unconditionally to be allotted (whether pursuant to an 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 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;

shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly;

– 32 –

NOTICE OF THE AGM

(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 by any applicable laws or the articles of association of the Company to be held; 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 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).”

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 recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases and, subject to and in accordance with all

– 33 –

NOTICE OF THE AGM

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% of the aggregate nominal amount of the share capital of the Company in issue 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 by the articles of association of the Company or any applicable laws to be held; 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.”
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 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 at the date of the passing of this Resolution.”

– 34 –

NOTICE OF THE AGM

SPECIAL RESOLUTION

By way of special business, to consider, and if thought fit, to pass the following resolution, with or without modification, as a special resolution:

“ THAT :
A. the proposed amendments (the “ Proposed Amendments ”) to the existing amended and restated memorandum and articles of association of the Company (the “ Existing Memorandum and Articles ”), the details of which are set out in Appendix III to the circular of the Company dated 25 May 2023, be and are hereby approved;
B. the amended and restated memorandum and articles of association of the Company (the “ New Memorandum and Articles ”), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the Existing Memorandum and Articles with immediate effect; and
C. any director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the New Memorandum and Articles, including without limitation, attending to the necessary filings with the Registrar of Companies in Cayman Islands and Hong Kong.”

By order of the Board of Kingboard Laminates Holdings Limited Ng Mei Kam Kennis Company Secretary

Hong Kong, 25 April 2023

– 35 –

NOTICE OF THE AGM

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 Register ”), 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.
The Register of Members will be closed during the following periods:
(i) from 23 to 29 May 2023 (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 29 May 2023 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 Register at the Registrar’s Address, for registration not later than 4:00 p.m. on 22 May 2023; and
(ii) from 16 to 20 June 2023 (both days inclusive) during which period no transfer of Shares will be registered. In order to be eligible for receiving the 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 15 June 2023.
An explanatory statement containing further details in respect of resolution numbered 7B is included in the Circular.
As at the date of hereof, the board of Directors consists of Messrs. Cheung Kwok Wa, Cheung Kwok Keung, Cheung Kwok Ping, Lam Ka Po, Cheung Ka Ho and Zhou Pei Feng, being the executive directors, Mr. Lo Ka Leong, being the non-executive director, and Messrs. Ip Shu Kwan, Stephen, Zhang Lu Fu, Kung, Peter and Ho Kwok Ming, being the independent non-executive directors.
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.

– 36 –

AI assistant

Kingboard Laminates Holdings Limited Proxy Solicitation & Information Statement 2023

50241_rns_2023-04-24_cc7f339c-504b-4340-97ab-9be62423c4f3.pdf

KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

(Stock Code: 1888)

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

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 TO REPURCHASE SECURITIES

PROPOSED PAYMENT OF DIVIDEND

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES

THE MEETING

RECOMMENDATION

SHARE CAPITAL

REASONS FOR REPURCHASES

FUNDING OF REPURCHASES

SHARE REPURCHASE

SHARE PRICE

GENERAL

General Amendments to the Memorandum and Articles

Specific Amendments to the Articles

KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

(Stock Code: 1888)

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

as executive director:

as non-executive director:

SPECIAL RESOLUTION

NOTICE OF THE AGM

AI assistant

Kingboard Laminates Holdings Limited — Proxy Solicitation & Information Statement 2023

50241_rns_2023-04-24_cc7f339c-504b-4340-97ab-9be62423c4f3.pdf

KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

(Stock Code: 1888)

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

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 TO REPURCHASE SECURITIES

PROPOSED PAYMENT OF DIVIDEND

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES

THE MEETING

RECOMMENDATION

SHARE CAPITAL

REASONS FOR REPURCHASES

FUNDING OF REPURCHASES

SHARE REPURCHASE

SHARE PRICE

GENERAL

General Amendments to the Memorandum and Articles

Specific Amendments to the Articles

KINGBOARD LAMINATES HOLDINGS LIMITED 建滔積層板控股有限公司

(Stock Code: 1888)

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

as executive director:

as non-executive director:

SPECIAL RESOLUTION

NOTICE OF THE AGM

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Kingboard Laminates Holdings Limited Proxy Solicitation & Information Statement 2023