Kingboard Laminates Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 21, 2025

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.

KB

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, 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, 26 May 2025 at 11:30 a.m. is set out on pages 14 to 19 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.

22 April 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — BIOGRAPHICAL DETAILS OF THE DIRECTORS ... 8
APPENDIX II — REPURCHASE MANDATE EXPLANATORY STATEMENT ... 11
NOTICE TO THE AGM ... 14

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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

"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 (including any sale or transfer of treasury Shares out of treasury) with an aggregate nominal value not exceeding 20% of the aggregate nominal value 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 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 (1,108,311,736 ordinary shares as at the Latest Practicable Date) are listed on the Main Board, the holding company of the Company

"Kingboard Shares" ordinary shares of Kingboard

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DEFINITIONS

"Latest Practicable Date"
14 April 2025, 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 Monday, 26 May 2025 at 11:30 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 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 (excluding any treasury Shares) as at the date of the passing of the relevant resolution approving this repurchase 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 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

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DEFINITIONS

"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Hong Kong Code on Takeovers and Mergers
"Year" year 2024
"%" per cent.

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

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LETTER FROM THE BOARD

KB

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
Ms. Cheung, Emily Chun Ming
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

22 April 2025

To Shareholders

Dear Sir or Madam,

PROPOSAL FOR RE-ELECTION OF DIRECTORS, 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 the resolutions to be proposed at the Meeting and to give you notice of the Meeting.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Mr. Lam Ka Po, Mr. Cheung Ka Ho, Mr. Zhou Pei Feng and Mr. Ho Kwok Ming, 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 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 Director. Mr. Ho Kwok Ming has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. As such, the Nomination Committee made recommendations to the Board regarding the re-election of Mr. Lam Ka Po, Mr. Cheung Ka Ho, Mr. Zhou Pei Feng and Mr. Ho Kwok Ming. 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.

In addition, the Nomination Committee and the Board are not aware of any circumstance that might influence the independence of Mr. Ho Kwok Ming and considers Mr. Ho Kwok Ming 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 Mr. Ho Kwok Ming, he is of such character, integrity and experience commensurate with office of an independent non-executive Director.

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

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 (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

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LETTER FROM THE BOARD

Company (excluding any treasury Shares) as at the date of the passing of the resolutions as set out in Resolutions 6A and 6B 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 6C 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 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 and to sell and transfer treasury Shares (if any) 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 6B 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 and a special final dividend of HK30 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.

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.

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LETTER FROM THE BOARD

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

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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. Lam Ka Po, aged 68, is an executive Director. Mr. Lam is a co-founder of Kingboard and has over 36 years experience in the sales and distribution of laminates. He was appointed as an executive Director in November 2006.

The Company does not have any existing service contract with Mr. Lam regarding his appointment as an executive Director. Mr. Lam's appointment as an 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.

Mr. Lam is entitled to a fixed monthly salary of HK$250,000, 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, the duties and responsibilities of Mr. Lam in the Company. Mr. Lam'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) 3,303,000 Shares; (ii) 12,000,000 Share Options; (iii) 2,500,000 Kingboard Shares; and (iv) 581,900 KBLL Deferred Shares. Mr. Lam is also a shareholder and a director of Hallgain Management Limited.

Mr. Cheung Ka Ho, aged 41, is an executive Director. Mr. Cheung is the nephew of Mr. Cheung Kwok Wa, Mr. Cheung Kwok Keung and Mr. Cheung Kwok Ping, all being executive Directors. Mr. Cheung joined Kingboard in 2004 and is involved in the laminate marketing operations for the southern region of China and also the general manager of glass epoxy laminate factory in Thailand. He was appointed as an executive Director in July 2006.

Mr. Cheung entered into a service agreement with the Company regarding his appointment 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 meeting and he shall be eligible for re-election in accordance with the Articles.

Mr. Cheung is entitled to a fixed monthly salary of HK$170,000, 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, the duties and responsibilities of Mr. Cheung 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) 216,000 Shares; (ii) 4,000,000 Share Options; and (iii) 484,000 Kingboard Shares.

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

Mr. Zhou Pei Feng, aged 56, 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.

Mr. Zhou entered into a service agreement with the Company regarding his appointment 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. Zhou's appointment as an 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.

Mr. Zhou is entitled to a fixed monthly salary of HK$180,000, 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, 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 in 2,000,000 Share Options.

Mr. Ho Kwok Ming, aged 60, was appointed as independent non-executive Director on 1 January 2022. Mr. Ho is also the chairman of the nomination committee of the Company, and a member of the audit committee and remuneration committee of the Company. Mr. Ho has more than 34 years of experience in corporate and commercial banking. Having worked at Standard Chartered Bank for over 24 years, from 1991 to 1994 and from 2000 to 2021, he served as Managing director, Co-Head of Client Coverage of Corporate, Commercial and Institutional Banking in Hong Kong from 2020 to 2021. At Standard Chartered Bank, he also held a number of other senior positions. From 2015 to 2020, he was Managing director, Regional Head of Commercial Banking, covering Greater China and North Asia. He also served on the Regional Executive Committee and was a member of the management team of Greater China and North Asia. Prior to that, he was Managing director, Head of Local Corporates and International Corporates from 2012 to 2014. Mr. Ho was appointed as Vice-Chairman of the Crystal Climate Charity Foundation in November 2022. Mr. Ho was awarded an Executive MBA from the Kellogg School of Management at Northwestern University and The Hong Kong University of Science and Technology in 2004. He graduated from The Chinese University of Hong Kong in 1987 with a bachelor's degree in Business Administration.

Mr. Ho has entered into a letter of appointment with the Company regarding his appointment as an independent non-executive Director, pursuant to which he will hold office subject to termination by one month's notice and retirement by rotation at annual general meetings.

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APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS

Mr. Ho is entitled to a monthly remuneration of HK$20,000. His remuneration is determined with reference to his duties and responsibilities in the Company and the general market conditions. Pursuant to the letter of appointment, the Board may also at its absolute discretion determine if any incentive further to the monthly remuneration will be granted, including, without limitation, the form, amount and condition(s) of such incentive, if any. 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 and the general market and the goals of any incentive plans.

As at the Latest Practicable Date, he was interested in 1,000,000 Share Options.

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 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 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 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 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

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APPENDIX II REPURCHASE MANDATE EXPLANATORY STATEMENT

financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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$)	Lowest traded Price (HK$)
2024
April	7.00	5.37
May	9.48	6.72
June	9.22	7.62
July	9.14	6.54
August	7.16	5.92
September	7.72	5.60
October	8.50	6.48
November	7.74	6.65
December	7.74	6.52
2025
January	8.27	6.53
February	10.10	7.60
March	10.00	8.27
April (up to the Latest Practicable Date)	9.83	6.70

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. Neither this explanatory statement nor the proposed repurchase of Shares has any unusual features.

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APPENDIX II REPURCHASE MANDATE EXPLANATORY STATEMENT

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.

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 owned 2,339,921,500 Shares and were interested in approximately 74.99% 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 from approximately 74.99% to approximately 83.33% 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 Rule 26 of the Takeovers Code.

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NOTICE OF THE AGM

KB

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, 26 May 2025 at 11:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. 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 2024;
2. To declare a final dividend and a special final dividend;
3. To re-elect (as the case may be) the following directors of the Company (each as a separate resolution):

as executive director:

(A) Mr. Lam Ka Po
(B) Mr. Cheung Ka Ho
(C) Mr. Zhou Pei Feng

as independent non-executive director:

(D) Mr. Ho Kwok Ming;

1. To authorise the board of directors of the Company to fix the directors' remuneration;

2. To re-appoint auditors and to authorise the board of directors to fix their remuneration;

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NOTICE OF THE AGM

1. 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, to sell and transfer any treasury Shares of the Company, 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, sold or transferred or agreed conditionally or unconditionally to be allotted, sold or transferred (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;

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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 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).

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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 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 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 (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 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."

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NOTICE OF THE AGM

C. "THAT conditional upon the passing of Resolutions numbered 6A and 6B 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 6A 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 6B above, provided that such amount shall not exceed 10% 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 Laminates Holdings Limited
Ng Mei Kam Kennis
Company Secretary

Hong Kong, 22 April 2025

Notes:

1. 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.

2. 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.

3. 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.

4. The Register of Members will be closed during the following periods:

(i) from Wednesday, 21 to Monday, 26 May 2025 (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 26 May 2025 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 Tuesday, 20 May 2025; and

(ii) from Friday, 13 to Tuesday, 17 June 2025 (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 Thursday, 12 June 2025.

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NOTICE OF THE AGM

1. An explanatory statement containing further details in respect of resolution numbered 6B is included in the Circular.

2. As at the date of hereof, the board of Directors consists of Mr. Cheung Kwok Wa, Mr. Cheung Kwok Keung, Mr. Cheung Kwok Ping, Mr. Lam Ka Po, Mr. Cheung Ka Ho, Ms. Cheung, Emily Chun Ming and Mr. 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.

3. 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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