KPM Holding Limited — Proxy Solicitation & Information Statement 2020

Jun 26, 2020

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in KPM Holding Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

KPM HOLDING LIMITED * 吉輝控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8027)

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Central, Hong Kong on Friday, 17 July 2020 at 2:30 p.m. is set out on pages 12 and 13 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed with this circular.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event no later than Wednesday, 15 July 2020 at 2:30 p.m.. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

This circular will remain on the GEM website at www.hkgem.com on the ‘‘Latest Company Announcements’’ page for seven days from the date of its publication and on the website of the Company at www.kpmholding.com.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

To safeguard the health and safety of shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the extraordinary general meeting of the Company:

1. All participants shall be subject to compulsory body temperature check at the entrance of the venue and anyone with a body temperature of over 37.4 degree celsius will be denied entry to the venue;

2. All participants are required to wear facial surgical masks appropriately in the venue at all times and particularly during the whole process of the extraordinary general meeting;

3. Submission of Health Declaration Form – anyone who is subject to quarantine, has any flu-like symptoms, has travelled overseas within 14 days immediately before the extraordinary general meeting, or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the extraordinary general meeting;

4. Appropriate distancing and spacing; 5. No provision of souvenir or gift; and 6. No provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) to (4) above may be denied entry to the extraordinary general meeting venue. For the health and safety of shareholders, the Company strongly recommends shareholders NOT to attend the extraordinary general meeting in person, and advises shareholders to appoint the Chairman of the extraordinary general meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the extraordinary general meeting in person.

• For identification purposes only

29 June 2020

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– ii –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘Business Day’’ a day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘CCASS Operational Procedures’’

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• ‘‘Company’’ KPM Holding Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

‘‘Consolidated Share(s)’’ ordinary share(s) with a par value of HK$0.03125 each in the share capital of the Company after the Share Consolidation becoming effective

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be convened and held to consider, and if thought fit, to approve the Share Consolidation

• ‘‘GEM’’ the GEM of the Stock Exchange

• ‘‘GEM Listing Committee’’ the GEM listing sub-committee of the board of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on the GEM

• ‘‘General Rules of CCASS’’

• the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• ‘‘HKSCC’’

the Hong Kong Securities Clearing Company Limited

– 1 –

DEFINITIONS

‘‘Hong Kong’’

The Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 23 June 2020, being the latest practicable date prior to printing of this circular for ascertaining certain information herein

• ‘‘Share(s)’’ ordinary share(s) with a par value of HK$0.00125 each in the share capital of the Company before the Share Consolidation becoming effective

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s) or the Consolidated Share(s), as the case may be

• ‘‘Share Consolidation’’

the proposed consolidation of every twenty-five (25) issued and unissued Shares of HK$0.00125 each in the existing share capital of the Company into one (1) Consolidated Share of HK$0.03125 each

‘‘Share Option(s)’’ share option(s) granted under the Share Option Scheme entitling the holders thereof to subscribe for Share(s)

• ‘‘Share Option Scheme’’

the share option scheme adopted by the Company on 21 September 2018

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

– 2 –

EXPECTED TIMETABLE

Set out below is the expected timetable in relation to the Share Consolidation and the associated trading arrangement:

2020

Latest date and time for lodging

transfer documents in order to qualify for attending and voting at EGM . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 13 July

Closure of register of members for determining the entitlement to attend and vote at the EGM (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . Tuesday, 14 July to Friday, 17 July Latest date and time for lodging the proxy form for the EGM . . . . . . . . . . . . . . . . . . . . 2:30 p.m. on Wednesday, 15 July Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . 2:30 p.m. on Friday, 17 July

Publication of the announcement of results of the EGM . . . . . . . . . . . . . . . . Friday, 17 July

The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation as set out in the section headed ‘‘Conditions of the Share Consolidation’’ of this circular.

Effective date of the Share Consolidation	. . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 July	. . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 July	. . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 July
First day of free exchange of
existing share certificates
for new share certificates . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 July
Dealings in Consolidated Shares commence	. . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 21 July
Original counter for trading
in Shares in board lots of
5,000 Shares (in the form of
existing share certificates) temporarily closes		. . . . . . . . . . . 9:00 a.m. on Tuesday, 21 July
Temporary counter for trading
in Consolidated Shares
in board lot of 200 Consolidated Shares
(in the form of existing share certificates) opens			. . . . . . . . . 9:00 a.m. on Tuesday, 21 July

– 3 –

EXPECTED TIMETABLE

2020

Original counter for trading
in Consolidated Shares
in new board lot of 5,000 Consolidated Shares
(in the form of new share certificates) re-opens .	. . . . . . . . 9:00 a.m. on Tuesday, 4 August
Parallel trading in
Consolidated Shares (in the form of
existing share certificates and
new share certificates) commences . . . . . . . . .	. . . . . . . . 9:00 a.m. on Tuesday, 4 August
Designated broker starts to stand
in the market to provide matching
services for odd lots of Consolidated Shares . . .	. . . . . . . . 9:00 a.m. on Tuesday, 4 August
Temporary counter for trading
in Consolidated Shares
in board lot of 200 Consolidated Shares
(in the form of existing share certificates) closes	. . . . . . . 4:10 p.m. on Monday, 24 August
Parallel trading in Consolidated Shares
(in the form of existing share certificates and
new share certificates) ends . . . . . . . . . . . . .	. . . . . . . 4:10 p.m. on Monday, 24 August
Designated broker ceases to stand
in the market to provide matching services
for odd lots of Consolidated Shares . . . . . . . . .	. . . . . . . 4:10 p.m. on Monday, 24 August
Last day for free exchange of
existing share certificates
for new share certificates for Consolidated Shares	. . . . . . . . . . . . Wednesday, 26 August

All times and dates in this announcement refer to Hong Kong local times and dates. Dates specified in the expected timetable above are indicative only and may be extended or varied. Any changes to the expected timetable will be announced as and when appropriate.

– 4 –

LETTER FROM THE BOARD

KPM HOLDING LIMITED * 吉輝控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8027)

Executive Directors:

Mr. Tan Thiam Kiat Kelvin (Chairman) Ms. Kong Weishan

Independent Non-Executive Directors: Mr. Lau Muk Kan Mr. Lock Kiu Yin Mr. Xiao Laiwen

Registered office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Principal place of business in Hong Kong: Unit 6, 10/F Wayson Commercial Building 28 Connaught Road West Sheung Wan Hong Kong 29 June 2020

To the Shareholders,

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

As disclosed in the announcement of the Company dated 10 June 2020, the Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every twenty-five (25) issued and unissued Shares of par value of HK$0.00125 each be consolidated into one (1) Consolidated Share of par value of HK$0.03125 each.

The purpose of this circular is to provide you with information regarding, among other things, details of (a) the Share Consolidation; and (b) the notice of EGM.

• For identification purposes only

– 5 –

LETTER FROM THE BOARD

SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation by consolidating every twenty-five (25) issued and unissued Shares of par value of HK$0.00125 each be consolidated into one (1) Consolidated Share of par value of HK$0.03125 each.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$50,000,000 divided into 40,000,000,000 Shares of par value of HK$0.00125 each, of which 3,200,000,000 Shares had been allotted and issued as fully paid or credited as fully paid. Assuming that no further Shares will be issued or repurchased from the Latest Practicable Date to the effective date of the Share Consolidation, upon the Share Consolidation having become effective, the authorised share capital of the Company will be HK$50,000,000 divided into 1,600,000,000 Consolidated Shares of HK$0.03125 each, of which 128,000,000 Consolidated Shares will be in issued.

All Consolidated Shares will rank pari passu with each other in all respects. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

• (a) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM;

• (b) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and the GEM Listing Rules to effect the Share Consolidation; and

• (c) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

Subject to the fulfillment of the above conditions, the Share Consolidation will become effective on 21 July 2020, which is the second Business Day immediately following the date of the EGM on which the Shares are traded on the Stock Exchange.

– 6 –

LETTER FROM THE BOARD

Listing Application

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Shares or debt securities of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

OTHER ARRANGEMENTS

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is expected to be on Tuesday, 21 July 2020, Shareholders may, during a period between Tuesday, 21 July 2020 and Wednesday, 26 August 2020 (both dates inclusive), submit existing share certificates for the Shares, which are in orange color, to the Company’s Hong Kong branch share registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, to exchange, at the expense of the Company, for new share certificates, which will be in purple color. It is expected that new share certificates for the Consolidated Shares will be available for collection within 10 Business Days from the date of submission for the exchange. Thereafter, the existing share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) by the Shareholders for each new share certificate for the Consolidated Shares to be issued or each existing share certificate for the Shares cancelled, whichever the number of certificates issued or cancelled is higher.

– 7 –

LETTER FROM THE BOARD

Nevertheless, the existing share certificates for the Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Shares at any time but will not be accepted for trading, settlement and registration upon completion of the Share Consolidation.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots of the Consolidated Shares (if any) arising from the Share Consolidation, the Company has appointed a securities firm to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares.

Shareholders who wish to take advantage of this facility should contact Sorrento Securities Limited at 11/F, The Wellington, 198 Wellington Street, Central, Hong Kong (telephone number: (852) 3959 9800) from 9:00 a.m. on Tuesday, 4 August 2020 to 4:10 p.m. on Monday, 24 August 2020.

Holders of odd lots of the Consolidated Shares (if any) should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Fractional Consolidated Shares

Fractional Consolidated Shares (if any) arising from the Share Consolidation will not be issued to the Shareholders otherwise entitled thereto but will be aggregated and sold if possible, for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the Latest Practicable Date, there are 320,000,000 outstanding Share Options for subscription of an aggregate of 320,000,000 Shares at an exercise price of HK$0.018 per Share.

– 8 –

LETTER FROM THE BOARD

Pursuant to the terms and conditions of the Share Option Scheme and the GEM Listing Rules, the exercise price and the number of the outstanding share options granted under the Share Option Scheme will be adjusted (the ‘‘Adjustment’’) in the following manner with effect from 21 July 2020, being the effective date of the Share Consolidation:

	Before Adjustment	Before Adjustment		After Adjustment	After Adjustment
				Adjusted
				number of
	Number of			Consolidated	Adjusted
	Shares to be			Shares to be	exercise
	issued upon	Exercise		issued upon	price per
	full exercise	price per		full exercise	Consolidated
Date of grant	of the options		Share	of the options	Share
			(HK$)		(HK$)
9 April 2020	320,000,000		0.018	12,800,000	0.45

The Adjustment shall be subject to the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM. The independent financial adviser appointed by the Company has confirmed that the above Adjustment of the share options are made in accordance with the Share Option Scheme and the note to Rule 23.03(13) of the GEM Listing Rules.

Save as aforesaid, the Company had no other outstanding convertible securities, options or warrants in issue which may confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date. The Company also has no intention to issue or grant any convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares on or before the effective date.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 has further stated that (i) market price of the Shares at a level less than HK$0.1 will be considered as approaching the extremities of HK$0.01 as referred to Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

– 9 –

LETTER FROM THE BOARD

In view of the recent trading price of the Shares, the Board considers that the Share Consolidation will enable the Company to comply with the trading requirements under the GEM Listing Rules and reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade. With a corresponding upward adjustment in the trading price of the Consolidated Shares, the Board believes that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, and therefore further broaden the shareholder base of the Company.

The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.

In view of the above, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions or arrangements which may have affect the trading in the Shares, and has no agreement, arrangement, understanding, intention and negotiation for any fund raising activities in the coming 12 months.

ACTIONS TO BE TAKEN

Set out on pages 12 and 13 of this circular is a notice convening the EGM at which an ordinary resolution will be proposed to approve the proposed Share Consolidation.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

The resolution at the EGM shall be conducted by way of poll, and the results of the EGM will be announced by the Company in compliance with the GEM Listing Rules.

– 10 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATIONS

The Board considers that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolution at the EGM.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully For and on behalf of the Board of KPM Holding Limited Tan Thiam Kiat Kelvin

Chairman

– 11 –

NOTICE OF EGM

KPM HOLDING LIMITED * 吉輝控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8027)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of KPM Holding Limited (‘‘Company’’) will be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Central, Hong Kong on Friday, 17 July 2020 at 2:30 p.m. to consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT subject to and conditional upon, among other things, the granting by the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange:

• (a) every twenty-five (25) issued and unissued ordinary shares of HK$0.00125 each in the share capital of the Company be consolidated (the ‘‘Share Consolidation’’) into one (1) share of HK$0.03125 each (the ‘‘Consolidated Share(s)’’), and such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company;

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Directors’’) may think fit; and

• For identification purposes only

– 12 –

NOTICE OF EGM

• (c) the Directors be and is hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as they may, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.’’

Yours faithfully For and on behalf of the Board of KPM Holding Limited Tan Thiam Kiat Kelvin Chairman

Hong Kong, 29 June 2020

Registered office: Principal place of business in Hong Kong: Clifton House Unit 6, 10/F 75 Fort Street Wayson Commercial Building PO Box 1350 28 Connaught Road West Grand Cayman Sheung Wan KY1-1108 Hong Kong Cayman Islands

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish, and in such event, the form of proxy shall be deemed to be revoked.

3. The Register of Members of the Company will be closed from Tuesday, 14 July 2020 to Friday, 17 July 2020, both days inclusive, during which period no share transfers will be effected. In order to ascertain shareholders’ rights for attending and voting at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Monday, 13 July 2020.

4. If Typhoon Signal No. 8 or above is hoisted, or a ‘‘black’’ rainstorm warning signal or ‘‘extreme conditions after super typhoons’’ announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 9:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.kpmholding.com and on the GEM website at www.hkgem.com to notify Shareholders of the date, time and venue of the rescheduled meeting.

– 13 –