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VOLUNTARY UNCONDITIONAL CASH OFFER

by

RELIGARE CAPITAL MARKETS CORPORATE FINANCE PTE. LIMITED (Company Registration No. 200723018H)

(Incorporated in the Republic of Singapore)

for and on behalf of

EXCEL FIRST INVESTMENTS LIMITED

卓先投資有限公司 (BVI Company Number 1017021)

(Incorporated in the British Virgin Islands)

for all the issued and paid-up ordinary shares in the capital of

KINGBOARD COPPER FOIL HOLDINGS LIMITED (Company Registration No. 26998)

(Incorporated in Bermuda)

(Singapore Stock Code: K14)

other than those which are owned, controlled or agreed to be acquired by the Offeror or by parties

acting in concert or deemed to be acting in concert with the Offeror in relation to the Offer

DESPATCH OF OFFER DOCUMENT

1. INTRODUCTION

1.1 The Offer

Religare Capital Markets Corporate Finance Pte. Limited ("Religare") refers to the

announcement dated 3 March 2017 in connection with the voluntary unconditional cash offer

("Offer"), for and on behalf of Excel First Investments Limited 卓先投資有限公司 ("Offeror"),

for all the issued and paid-up ordinary shares of a par value of US$0.10 each ("Shares") in

the capital of Kingboard Copper Foil Holdings Limited ("Company"), other than those which

are owned, controlled or agreed to be acquired by the Offeror or by parties acting in concert

or deemed to be acting in concert with the Offeror in relation to the Offer (such Shares, "Offer

Shares").

Unless otherwise defined, capitalised terms in this Announcement shall bear the same

meaning as set out in the Offer Document (as defined herein).

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2. DESPATCH OF OFFER DOCUMENT

Religare wishes to announce, for and on behalf of the Offeror, that the formal document dated

20 March 2017 containing the terms and conditions of the Offer and enclosing the appropriate

form(s) of acceptance of the Offer ("Offer Document") has today been despatched to the

shareholders of the Company ("Shareholders"). An electronic copy of the Offer Document is

available on the website of the Singapore Exchange Securities Trading Limited ("SGX-ST") at

www.sgx.com.

3. OFFER DOCUMENT

Included with the Offer Document are the following documents:

(a) in the case of the Offer Document sent to a Depositor whose Offer Shares are

deposited with The Central Depository (Pte) Limited ("CDP"), a Form of Acceptance

and Authorisation ("FAA") and a pre-addressed envelope; and

(b) in the case of the Offer Document sent to a Shareholder who holds Offer Shares

which are not deposited with CDP, a Form of Acceptance and Transfer ("FAT") and a

pre-addressed envelope.

(the FAA and FAT shall collectively be referred to as the "Relevant Acceptance Forms").

4. CLOSING DATE

As stated in the Offer Document, the Offer will close at 5.30 p.m. (Singapore time) on 17

April 2017, or such other date(s) as may be announced by or on behalf of the Offeror from

time to time ("Closing Date"). Acceptances of the Offer must be received not later than the

Closing Date.

5. PROCEDURES FOR ACCEPTANCE

The procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document

and in the Relevant Acceptance Forms. Shareholders and Depositors holding Offer Shares

through CDP who wish to accept the Offer may do so by completing and returning the

relevant form of acceptance.

6. REQUEST FOR OFFER DOCUMENT AND RELATED DOCUMENTS

Shareholders and Depositors holding Offer Shares through CDP who do not receive the Offer

Document and the Relevant Acceptance Forms within a week from the date hereof should

contact CDP (in the case of Depositors) or Intertrust Singapore Corporate Services Pte. Ltd.

("Singapore Share Transfer Agent") (in the case of Shareholders who are not Depositors),

as the case may be, without delay at the following respective addresses:

For Depositors:

The Central Depository (Pte) Limited

9 North Buona Vista Drive

#01-19/20 The Metropolis

Singapore 138588

Tel: +65 6535 7511

For Shareholders who are not depositors:

Intertrust Singapore Corporate Services Pte. Ltd.

77 Robinson Road

#13-00 Robinson 77 Singapore 068896 Tel: +65 6500 6400

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Copies of the Offer Document and FAA may be obtained by Depositors from CDP during

normal business hours and up to 5.30 p.m. on the Closing Date, upon production of

satisfactory evidence that their securities accounts with CDP are or will be credited with the

Offer Shares.

Copies of the Offer Document and FAT may be obtained by Shareholders who are not

depositors from the Singapore Share Transfer Agent during normal business hours and up to

5.30 p.m. on the Closing Date, upon production of satisfactory evidence of title to the Offer

Shares.

Electronic copies of the Offer Document and the Relevant Acceptance Forms may also be

obtained from the website of SGX-ST at www.sgx.com.

7. OVERSEAS SHAREHOLDERS

The availability of the Offer to Shareholders and Depositors holding Offer Shares through

CDP whose addresses are outside Singapore, as shown in the register of members of the

Company or in the records of CDP, as the case may be ("Overseas Shareholders"), may be

affected by the laws and regulations of the relevant overseas jurisdictions. Accordingly, all

Overseas Shareholders should inform themselves about and observe any applicable legal

requirements. Where there are potential restrictions on sending the Offer Document, the FAA

and/or the FAT to any overseas jurisdiction, each of the Offeror and Religare reserves the

right not to send these documents to any such overseas jurisdiction. For the avoidance of

doubt, the Offer is made to all Shareholders holding Offer Shares, including those to whom

the Offer Document, the FAA and/or the FAT have not been or will not be sent. Copies of the

Offer Document and any other formal documentation relating to the Offer are not being, and

must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into

or from any jurisdiction where the making of or the acceptance of the Offer would violate the

laws and regulations of that jurisdiction ("Restricted Jurisdiction"), and will not be capable of

acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and

persons receiving such documents (including custodians, nominees and trustees) must not

mail or otherwise forward, distribute or send them in or into or from any Restricted

Jurisdiction.

The Offer (unless otherwise determined by the Offeror and permitted by applicable law and

regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by

any means or instrumentality (including, without limitation, telephonically or electronically) of

interstate or foreign commerce of, or any facility of a national, state or other securities

exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by

any such use, means, instrumentality or facilities.

It is the responsibility of any Overseas Shareholder who wishes to accept the Offer, to satisfy

himself as to the full observance of the laws of the relevant jurisdiction, including the obtaining

of any governmental or other consent which may be required, or compliance with other

necessary formalities and legal requirements and the payment of any taxes, imposts, duties

or other requisite payments due in such jurisdiction. Such Overseas Shareholders shall be

liable for any such taxes, imposts, duties or other requisite payments payable, and the Offeror

and any person acting on its behalf (including Religare, CDP and the Singapore Share

Transfer Agent) shall be fully indemnified and held harmless by such Overseas Shareholders

for any such taxes, imposts, duties or other requisite payments that may be required to be

paid. In accepting the Offer, the Overseas Shareholder represents and warrants to the Offeror

and Religare that he is in full observance of the laws of the relevant jurisdiction in that

connection, and that he is in full compliance with all necessary formalities and legal

requirements.

http://www.sgx.com/

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Each of the Offeror and Religare reserves the right not to treat any acceptance of the Offer in

or from any overseas jurisdiction and/or in respect of an Overseas Shareholder as valid.

Overseas Shareholders accepting the Offer should note that if they have, in the FAT,

provided addresses in overseas jurisdictions for the receipt of remittances of payment by the

Offeror, such acceptance may be rejected.

Overseas Shareholders are advised to read Section 15 of the Offer Document in its entirety.

Any Overseas Shareholder who is in doubt about his position should consult his

professional advisers in the relevant jurisdictions.

8. RESPONSIBILITY STATEMENT

The directors of the Offeror, Kingboard Laminates and Kingboard Chemical (including any

who may have delegated detailed supervision of this Announcement) have taken all

reasonable care to ensure that the facts stated and all opinions expressed in this

Announcement are fair and accurate and that no material facts have been omitted from this

Announcement, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or publicly available

sources (including without limitation in relation to the Group), the sole responsibility of the

directors of the Offeror, Kingboard Laminates and Kingboard Chemical has been to ensure

through reasonable enquiries that such information is accurately extracted from such sources

or, as the case may be, reflected or reproduced in this Announcement.

Issued by

Religare Capital Markets Corporate Finance Pte. Limited

For and on behalf of

Excel First Investments Limited

卓先投資有限公司

20 March 2017

Any enquiries relating to this Announcement or the Offer should be directed to the following:


Jeffrey Wong Nik Zairidin

Head of Investment Banking Director

Telephone: +65 66718010 Telephone: +65 66718010

OFFER DOCUMENT DATED 20 MARCH 2017

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

PLEASE READ IT CAREFULLY.

If you are in any doubt about the Offer or as to the action you should take, you should consult your

stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

Religare is acting for and on behalf of the Offeror and does not purport to advise the shareholders of the

Company or any other person. In preparing its letter to Shareholders on behalf of the Offeror, Religare has

not had any regard to the general or specific investment objectives, tax position, risk profiles, financial

situation or particular needs and constraints of any shareholder of the Company.

If you have sold or transferred all your Shares held through CDP, you need not forward this Offer Document

and the accompanying FAA to the purchaser or transferee as CDP will arrange for a separate Offer Document

and FAA to be sent to the purchaser or transferee. If you have sold or transferred all your Shares which are

not deposited with CDP, you should immediately forward this Offer Document and the accompanying FAT to

the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was

effected for onward transmission to the purchaser or transferee.

The views of the independent directors and the independent financial adviser of the Company on the Offer

will be made available to you in due course. You may wish to consider their views before taking any action

in relation to the Offer.

SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or

opinions expressed in this Offer Document.

VOLUNTARY UNCONDITIONAL CASH OFFERby

Religare Capital Markets Corporate Finance Pte. Limited(Company Registration No. 200723018H)


for and on behalf of

Excel First Investments Limited卓先投資有限公司

(BVI Company Number 1017021)

(Incorporated in the British Virgin Islands)

to acquire all the issued and paid-up ordinary shares in the capital of

Kingboard Copper Foil Holdings Limited(Company Registration No. 26998)

(Incorporated in Bermuda)

(Singapore Stock Code: K14)

other than those already owned, controlled or agreed to be acquired

by the Offeror Concert Group

ACCEPTANCES MUST BE RECEIVED BY THE CLOSE OF THE OFFER AT 5:30 P.M. (SINGAPORE

TIME) ON 17 APRIL 2017 OR SUCH OTHER DATE(S) AS MAY BE ANNOUNCED BY OR ON

BEHALF OF THE OFFEROR FROM TIME TO TIME.

The procedures for acceptance are set out in Appendix 2 and in the accompanying FAA and/or FAT.

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . 7

LETTER TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

2. TERMS OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3. WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

4. DURATION OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

5. DETAILS OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

6. PROCEDURES FOR ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

7. INFORMATION ON THE OFFEROR AND KINGBOARD CHEMICAL GROUP. . . . . . 9

8. INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

9. RATIONALE FOR THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

10. OFFEROR’S INTENTIONS FOR THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

11. FINANCIAL EVALUATION OF THE OFFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

12. LISTING STATUS AND COMPULSORY ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . 11

13. CONFIRMATION OF FINANCIAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

14. DISCLOSURE OF SHAREHOLDINGS AND DEALINGS . . . . . . . . . . . . . . . . . . . . . . 13

15. OVERSEAS SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

16. GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

17. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

CONTENTS

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APPENDIX 1 – DETAILS OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

APPENDIX 2 – PROCEDURES FOR ACCEPTANCE OF THE OFFER . . . . . . . . . . . . . . . 19

APPENDIX 3 – INFORMATION ON THE OFFEROR AND KINGBOARD CHEMICAL

GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

APPENDIX 4 – SIGNIFICANT ACCOUNTING POLICIES OF KINGBOARD CHEMICAL

GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

APPENDIX 5 – INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

APPENDIX 6 – DISCLOSURES OF HOLDINGS AND DEALINGS IN SHARES . . . . . . . . 33

APPENDIX 7 – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

CONTENTS

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Except where the context otherwise requires, the following definitions shall apply throughout this

Offer Document, the FAA and the FAT:

“1H” : Half year ended or ending 30 June

“Business Day” : A day (other than a Saturday, Sunday or gazetted public

holiday) on which commercial banks are open for business in

Singapore

“CDP” : The Central Depository (Pte) Limited

“Closing Date” : 5:30 p.m. (Singapore time) on 17 April 2017 (or such other

date(s) as may be announced by or on behalf of the Offeror

from time to time), being the closing time and date for

lodgement of acceptances of the Offer

“Code” : The Singapore Code on Take-overs and Mergers

“Companies Act” : Companies Act, Chapter 50 of Singapore

“Company” : Kingboard Copper Foil Holdings Limited, a company

incorporated in Bermuda with its shares listed on the Main

Board of SGX-ST

“Company Securities” : Convertible securities, warrants, options or derivatives in

respect of Shares or securities which carry voting rights in the

Company

“Despatch Date” : 20 March 2017, being the date of despatch of this Offer

Document

“Distribution” : Any dividend, right, other distribution and return of capital

“Encumbrance” : Any mortgage, debenture, lien, charge, pledge, title retention,

right to acquire, security interest, option, pre-emptive or

similar right, right of first refusal and any other encumbrance

or condition whatsoever

“FAA” : Form of Acceptance and Authorisation for Offer Shares, which

forms part of this Offer Document and which is issued to

Depositors whose Shares are deposited with CDP

“FAT” : Form of Acceptance and Transfer for Offer Shares, which

forms part of this Offer Document and which is issued to

Shareholders whose Shares are not deposited with CDP

“FY” : Financial year ended or ending 31 December

“Group” : The Company and its subsidiaries

DEFINITIONS

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“HK” : Hong Kong Special Administrative Region of the People’s

Republic of China

“HK$” : Hong Kong dollars, being the lawful currency of Hong Kong

“Kingboard Chemical” : Kingboard Chemical Holdings Limited, a company

incorporated in the Cayman Islands with limited liability, the

shares of which are listed on the Main Board of The Stock

Exchange of Hong Kong Limited

“Kingboard Chemical

Group”

: Kingboard Chemical and its subsidiaries

“Kingboard Laminates” : Kingboard Laminates Holdings Limited, a company

incorporated in the Cayman Islands with limited liability, the

shares of which are listed on the Main Board of The Stock

Exchange of Hong Kong Limited

“Last Traded Day” : 27 February 2017, being the last trading day preceding the

release of the Offer Announcement

“Latest Practicable Date” : 14 March 2017, being the latest practicable date prior to the

printing of this Offer Document

“Listing Manual” : The listing manual of the SGX-ST

“Market Day” : A day on which the SGX-ST is open for trading in securities

“Offer” : Voluntary unconditional cash offer to acquire the Offer Shares

on the terms and conditions set out in this Offer Document,

the FAA and/or the FAT

“Offer Announcement” : The Offer announcement made by Religare, for and on behalf

of the Offeror, on the Offer Announcement Date

“Offer Announcement

Date”

: 3 March 2017, being the date of the Offer Announcement

“Offer Document” : This document, including the FAA and/or the FAT

accompanying this document and any other supplemental

documents as may be issued from time to time

“Offer Period” : The period commencing from the Offer Announcement Date

until the Closing Date

“Offer Price” : S$0.40 in cash for each Offer Share

DEFINITIONS

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“Offer Shares” : All the Shares in issue, other than those already owned,

controlled or agreed to be acquired by the Offeror Concert

Group and treasury Shares (if any) held by the Company

“Offeror” : Excel First Investments Limited 卓先投資有限公司,

incorporated in the British Virgin Islands, a wholly-owned

subsidiary of Kingboard Laminates

“Offeror Concert Group” : The Offeror and parties acting or presumed to be acting in

concert with the Offeror

“Overseas Shareholders” : Shareholders and Depositors holding Shares through CDP

whose addresses are outside Singapore as shown in the

Register or Depository Register (as the case may be)

“Register” : The register of members of the Company as maintained by or

for and on behalf of the Company

“Relevant Day” : The dealing day immediately after the day on which the Offer

is due to expire, or becomes or is declared to be unconditional

as to acceptances or is revised or extended (if applicable)

“Relevant Person” : Each of the Offeror Concert Group and Religare

“Religare” : Religare Capital Markets Corporate Finance Pte. Limited

“Restricted Jurisdiction” : Any jurisdiction where the making of or the acceptance of the

Offer would violate the laws and regulations of that jurisdiction

“Securities Account” : A securities account maintained by a Depositor with CDP but

does not include a securities sub-account

“SFA” : Securities and Futures Act, Chapter 289 of Singapore

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Shareholders” : Persons who are registered as holders of Shares in the

Register

“Shares” : Issued and paid-up ordinary shares of a par value of US$0.10

each in the capital of the Company

“SIC” : The Securities Industry Council of Singapore

“Singapore Share

Transfer Agent”

: Intertrust Singapore Corporate Services Pte. Ltd.

“S$” and “cents” : Singapore dollars and cents, respectively

DEFINITIONS

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“US$” : United States dollars, being the lawful currency of the United

States of America

“VWAP” : Volume-weighted average price

“%” or “per cent.” : Percentage or per centum

In this Offer Document:

(a) The expressions “acting in concert” and “associates” shall have the meanings ascribed to

them respectively in the Code.

(b) The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have

the same meanings as ascribed to them respectively in Section 81SF of the SFA.

(c) Words importing the singular shall, where applicable, include the plural and vice versa.

Words importing the masculine gender shall, where applicable, include the feminine and

neuter genders. References to persons shall, where applicable, include corporations.

(d) The headings in this Offer Document are inserted for convenience only and shall be ignored

in construing this Offer Document.

(e) Any discrepancies in the figures included in this Offer Document between the listed amounts

and the totals thereof are due to rounding. Accordingly, figures shown in the totals of the

figures in this Offer Document may not be an arithmetic aggregation of the figures that

precede them.

(f) References to “you”, “your” and “yours” in this Offer Document are, as the context so

determines, to the Shareholders and Depositors holding Shares through CDP.

(g) Any reference in this Offer Document to any enactment is a reference to that enactment as

for the time being amended or re-enacted. Any word defined under the Companies Act, the

SFA, the Code, the Listing Manual or any modification thereof and used in this Offer

Document shall, where applicable, have the meaning assigned to that word under the

Companies Act, the SFA, the Code, the Listing Manual or that modification, as the case may

be, unless the context otherwise requires.

(h) The expressions “subsidiary” and “associated company” shall have the meanings ascribed

to them in Section 5 of the Companies Act and the Code, respectively.

(i) Any reference to a time of day and date in this Offer Document shall be a reference to

Singapore time and date, respectively, unless otherwise specified.

(j) Any reference in this Offer Document to the total number of Shares is a reference to a total

of 722,500,000 Shares in issue as at the Latest Practicable Date, unless the context

otherwise requires.

DEFINITIONS

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All statements other than statements of historical fact included in this Offer Document are or may

be forward-looking statements. Forward-looking statements include but are not limited to those

using words such as “aim”, “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”,

“project”, “plan”, “potential”, “strategy”, “forecast”, “possible”, “probable” and similar

expressions or future or conditional verbs such as “if”, “will”, “would”, “should”, “could”, “may”

or “might”. These statements reflect the Offeror’s current expectations, beliefs, hopes, intentions

or strategies regarding the future and assumptions in light of currently available information. Such

forward-looking statements are not guarantees of future results, performance, events or

achievements and involve known and unknown risks and uncertainties. Accordingly, actual future

results, performance, events or achievements may differ materially from those described in such

forward-looking statements. Given the risks and uncertainties involved, Shareholders and

investors should not place undue reliance on such forward-looking statements and information.

None of the Offeror Concert Group nor Religare undertakes any obligation to update any of those

forward-looking statements or publicly announce any revisions to those forward-looking

statements, subject to compliance with all applicable laws and regulations and/or rules of the

SGX-ST and/or any other regulatory or supervisory body or agency.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

7

Religare Capital Markets Corporate Finance Pte. Limited(Company Registration No. 200723018H)


20 March 2017

To: Shareholders of the Company

Dear Sir/Madam

VOLUNTARY UNCONDITIONAL CASH OFFER

1. INTRODUCTION

Reference is made to the Offer Announcement.

This Offer Document contains the formal offer by Religare, for and on behalf of the Offeror,

for the Offer Shares. Shareholders are urged to read this Offer Document carefully and

properly consider this Offer.

2. TERMS OF THE OFFER

2.1 Terms of the Offer

The Offer will be made for all the Offer Shares, subject to the terms and conditions set out

in this Offer Document.

2.2 Offer Price

The Offer will be made at S$0.40 in cash for each Offer Share.

2.3 Rights and Encumbrances

The Offer Shares will be acquired:

(a) fully paid;

(b) free from all Encumbrance; and

(c) together with all rights, benefits and entitlements attached thereto as at the Offer

Announcement Date and thereafter attaching thereto, including the right to receive

and retain all Distributions (if any) which may be announced, declared, paid or made

by the Company on or after the Offer Announcement Date.

If any Distribution is announced, declared, paid or made by the Company on or after the

Offer Announcement Date, and the Offeror is not entitled to receive such Distribution in full

in respect of any Offer Share tendered in acceptance of the Offer, the Offer Price payable

in respect of such Offer Share will be reduced by the amount of such Distribution.

LETTER TO SHAREHOLDERS

8

2.4 Offer Unconditional

The Offer will not be subject to any conditions and will be unconditional in all respects.

3. WARRANTY

A Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to

have unconditionally and irrevocably warranted that he sells such Offer Shares, as or on

behalf of, the beneficial owner(s) thereof, (a) fully paid, (b) free from all Encumbrances

whatsoever and (c) transferred together with all rights, benefits and entitlements attached

to them as at the Offer Announcement Date and thereafter attaching thereto, including but

not limited to the right to receive and retain all Distributions announced, declared, paid or

made by the Company on or after the Offer Announcement Date.

4. DURATION OF THE OFFER

The Offer is open for acceptance by Shareholders for at least 28 days after the Despatch

Date, unless the Offer is withdrawn with the consent of the SIC and every person released

from any obligation incurred thereunder.

The Offer will close at 5:30 p.m. (Singapore time) on 17 April 2017 (or such other

date(s) as may be announced by or on behalf of the Offeror from time to time), being

the Closing Date.

5. DETAILS OF THE OFFER

Appendix 1 sets out further details on:

(a) settlement of the consideration for the Offer;

(b) requirements relating to the announcements of level of acceptances of the Offer; and

(c) right of withdrawal of acceptances of the Offer.

6. PROCEDURES FOR ACCEPTANCE

The procedures for acceptance of the Offer are set out in Appendix 2 and the

accompanying FAA and/or FAT (as the case may be).

7. INFORMATION ON THE OFFEROR AND KINGBOARD CHEMICAL GROUP

Information on the Offeror and Kingboard Chemical Group is set out in Appendix 3.

8. INFORMATION ON THE COMPANY

Information on the Company is set out in Appendix 5.


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9. RATIONALE FOR THE OFFER

9.1 Intention to Delist and Privatise the Company

The Offeror intends to make the Offer with a view to delist the Company from the SGX-ST

and, ultimately, to privatise the Company.

9.2 Opportunity for Minority Shareholders to Realise their Investment in the Shares at a

Premium

The Offer Price is at a premium above the historical market prices of the Shares over the

last twelve-month period up to the Offer Announcement Date. The Offer Price represents an

approximate 17.6% premium above the closing price on the Last Traded Day, and an

approximate 28.3%, 32.9%, 39.5% and 49.1% premium above the VWAP per Share for the

one-month, three-month, six-month and 12-month period prior to and including the Last

Traded Day, respectively.

Shareholders who tender their Shares pursuant to the Offer will have an opportunity to

realise their investment in the Company for a cash consideration at a premium above the

historical market share prices, without incurring any brokerage and other trading costs.

9.3 Compliance Costs of Maintaining Listing

The Company incurs compliance and other related costs associated with maintaining its

listing status. The delisting of the Company will eliminate listing related expenses which can

be channelled towards its business operations.

10. OFFEROR’S INTENTIONS FOR THE COMPANY

The Offeror currently has no intentions to (a) introduce any major changes to the existing

business or management of the Group, (b) discontinue the employment of the employees

of the Group, or (c) re-deploy any of the fixed assets of Group, other than in the ordinary

course of business. The Offeror however retains the flexibility at any time to consider any

options or opportunities in relation to the Group which may present themselves and which

the Offeror may regard to be in the best interests of the Offeror or the Group.

11. FINANCIAL EVALUATION OF THE OFFER

The Offer Price represents the following premia or discount over the prices of the Shares

traded on the SGX-ST on the following date and over the following periods:

Reference Date/Period

Reference

Price(2)

Offer Price

Premium/

(Discount)

Last transaction price on 14 March 2017, being the Latest

Practicable DateS$0.415 (3.6%)

Last traded price per Share on 27 February 2017, being the

Last Traded DayS$0.340 17.6%


10

Reference Date/Period

Reference

Price(2)

Offer Price

Premium/

(Discount)

VWAP(1) per Share for the one-month period prior to and

including the Last Traded DayS$0.312 28.3%

VWAP per Share for the three-month period prior to and


VWAP per Share for the six-month period prior to and


VWAP per Share for the 12-month period prior to and


Notes:

(1) The figures are based on data extracted from Bloomberg L.P.

(2) Rounded to the nearest three decimal places.

12. LISTING STATUS AND COMPULSORY ACQUISITION

12.1 Delisting

The Offeror does not intend to preserve the listing status of the Company. Under Rule 1105

of the Listing Manual, upon announcement by the Offeror that acceptances have been

received that bring the holdings of the Shares owned by the Offeror Concert Group to above

90% of the total number of Shares in issue excluding treasury shares, the SGX-ST may

suspend the trading of the Shares on the SGX-ST until such time the SGX-ST is satisfied

that at least 10% of the Shares in issue excluding treasury shares are held by at least 500

Shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, if

the Offeror succeeds in garnering acceptances exceeding 90% of the total number of

Shares in issue excluding treasury shares, thus causing the percentage of the total number

of Shares in issue held in public hands to fall below 10%, the SGX-ST will suspend trading

of the Shares on the SGX-ST at the close of the Offer.

Separately, Rule 723 of the Listing Manual requires the Company to ensure that at least

10% of the total number of Shares in issue excluding treasury shares is at all times held by

the public (“Free Float Requirement”). Rule 724 of the Listing Manual states that, if the

Free Float Requirement is not met, the Company must, as soon as practicable, announce

that fact, and the SGX-ST may allow the Company a period of three months, or such longer

period as the SGX-ST may agree, to raise the percentage of Shares in public hands to at

least 10%, failing which the Company may be delisted from the SGX-ST.

In the event that the Company does not meet the Free Float Requirement and the

trading of the Shares on the SGX-ST is suspended, the Offeror does not intend to

support any action or take any steps to maintain the listing status of the Company or

to restore the Free Float Requirement, consistent with its intention to delist the

Company from the SGX-ST.


11

12.2 Compulsory Acquisition

The Company is incorporated in Bermuda. Under Section 102 of the Companies Act 1981

of Bermuda (“Bermuda Companies Act”), where an offeror has, within four months after

the making of an offer under a scheme or contract:

(a) obtained acceptances from shareholders holding not less than 90% in value of the

shares in a Bermuda-incorporated company (“Target”) whose transfer is involved

(other than shares already held, at the date of the offer, by the offeror, the offeror’s

subsidiaries, and nominees of the offeror or its subsidiaries); and

(b) where, at the date of the offer, shares in the Target whose transfer is involved, are

already held by the offeror, the offeror’s subsidiaries, and nominees of the offeror or

its subsidiaries to a value greater than 10% of the total issued shares of the Target,

such accepting shareholders also represent not less than 75% in number of the

holders of such shares (other than shares already held as at the date of the offer, by

the offeror, the offeror’s subsidiaries, and nominees of the offeror or its subsidiaries),

and further provided that the offeror must have made the offer on the same terms to

all holders of the shares whose transfer is involved (other than those already held as

aforesaid),

(“Approval Threshold”), the offeror may at any time within two months beginning from the

date on which the Approval Threshold is achieved, give notice under Section 102(1) of the

Bermuda Companies Act to any dissenting shareholder that the offeror wishes to acquire

his shares (“Acquisition Notice”). When such Acquisition Notice is given, upon the expiry

of one month from the date on which the notice was given, the offeror will be entitled and

bound to acquire those shares on the same terms as the offer (unless an application is

made by the dissenting shareholder(s) to the Supreme Court of Bermuda (“Court”) within

one month from the date on which the notice was given and the Court thinks fit to order

otherwise).

Section 102(2) of the Bermuda Companies Act provides that where, pursuant to such a

scheme or contract, shares in the Target are transferred to an offeror or its nominee, and

those shares together with any other shares in the Target held by, or by a nominee for, the

offeror or its subsidiary comprise 90% in value of the shares in the Target, the offeror must

within one month from the date of the transfer give notice of that fact to the dissenting

shareholder(s) of the Target, and any such shareholder may within three months from the

giving of the said notice to him, give notice (an “Offeree Notice”) requiring the offeror to

acquire his shares in the Target. Where a dissenting shareholder gives an Offeree Notice

with respect to any shares in the Target, the offeror will be entitled and bound to acquire

those shares on the same terms of the original offer (or on such other terms as may be

agreed or as the Court, on the application of either the offeror or the dissenting shareholder,

thinks fit to order).

Under Section 103 of the Bermuda Companies Act, the holders of not less than 95% of the

shares in a Bermuda-incorporated company (“Purchasers”) may give notice (“Section 103

Acquisition Notice”) to the remaining shareholders of the intention to acquire their shares

on the terms set out in the Section 103 Acquisition Notice. When such Section 103

Acquisition Notice is given, the Purchasers will be entitled and bound to acquire the shares

of the remaining shareholders on the terms set out in the Section 103 Acquisition Notice

unless a remaining shareholder applies to the Court to have the Court appraise the value

of such shares.


12

The Offeror intends to make the Company its wholly-owned subsidiary. Accordingly, if

entitled, the Offeror intends to exercise its right of compulsory acquisition under

Section 102 and Section 103 of the Bermuda Companies Act.

Shareholders who are in doubt of their position under the Bermuda Companies Act

are advised to seek their own independent legal advice.

13. CONFIRMATION OF FINANCIAL RESOURCES

Religare, as financial adviser to the Offeror in relation to the Offer, confirms that sufficient

financial resources are available to the Offeror to satisfy full acceptances of the Offer for the

Offer Shares at the Offer Price.

14. DISCLOSURE OF SHAREHOLDINGS AND DEALINGS

14.1 Shareholdings

As at the Latest Practicable Date, the Relevant Persons own, control and have agreed to

acquire an aggregate of 476,900,900 Shares, comprising approximately 66.01% of the total

number of issued and paid-up Shares (excluding treasury Shares).

As at the Latest Practicable Date, none of the directors of the Offeror has any direct or

indirect interests in any Company Securities.

As at the Latest Practicable Date, none of the Relevant Persons has (a) granted a security

interest over any Company Securities to another person, whether through a charge, pledge

or otherwise; (b) borrowed from another person any Company Securities (excluding

borrowed Company Securities which have been on-lent or sold); or (c) lent any Company

Securities to another person.

14.2 No Dealings

Save as disclosed in Appendix 6, as at the Latest Practicable Date, none of the Relevant

Persons owns, controls or has agreed to acquire or have dealt for value in any (a) Shares,

(b) securities which carry voting rights in the Company, or (c) Company Securities during

the three-month period immediately preceding the Offer Announcement Date and ending on

the Latest Practicable Date.

14.3 Irrevocable Undertakings

As at the Latest Practicable Date, none of the Relevant Persons has received any

irrevocable undertaking from any party to accept or reject the Offer.

15. OVERSEAS SHAREHOLDERS

15.1 Overseas Shareholders

The availability of the Offer to Overseas Shareholders may be affected by the laws and

regulations of the relevant overseas jurisdictions. Accordingly, all Overseas Shareholders

should inform themselves about and observe any applicable legal requirements. Where

there are potential restrictions on sending this Offer Document, the FAA and/or the FAT to

any overseas jurisdiction, each of the Offeror and Religare reserves the right not to send


13

these documents to any such overseas jurisdiction. For the avoidance of doubt, the Offer

is made to all Shareholders holding Offer Shares, including those to whom this Offer

Document, the FAA and/or the FAT have not been or will not be sent.

Copies of this Offer Document and any other formal documentation relating to the Offer are

not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed

or sent in or into or from any Restricted Jurisdiction and will not be capable of acceptance

by any such use, instrumentality or facility within any Restricted Jurisdiction and persons

receiving such documents (including custodians, nominees and trustees) must not mail or

otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

The Offer (unless otherwise determined by the Offeror and permitted by applicable law and

regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by

any means or instrumentality (including, without limitation, telephonically or electronically)

of interstate or foreign commerce of, or any facility of a national, state or other securities

exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by

any such use, means, instrumentality or facilities.

15.2 Overseas Jurisdiction

It is the responsibility of any Overseas Shareholder who wishes to accept the Offer, to

satisfy himself as to the full observance of the laws of the relevant jurisdiction, including the

obtaining of any governmental or other consent which may be required, or compliance with

other necessary formalities and legal requirements and the payment of any taxes, imposts,

duties or other requisite payments due in such jurisdiction. Such Overseas Shareholders

shall be liable for any such taxes, imposts, duties or other requisite payments payable, and

the Offeror and any person acting on its behalf (including Religare, CDP and the Singapore

Share Transfer Agent) shall be fully indemnified and held harmless by such Overseas

Shareholders for any such taxes, imposts, duties or other requisite payments that may be

required to be paid. In accepting the Offer, the Overseas Shareholder represents and

warrants to the Offeror and Religare that he is in full observance of the laws of the relevant

jurisdiction in that connection, and that he is in full compliance with all necessary formalities

and legal requirements.

Each of the Offeror and Religare reserves the right not to treat any acceptance of the Offer

in or from any overseas jurisdiction and/or in respect of an Overseas Shareholder as valid.

Overseas Shareholders accepting the Offer should note that if they have, in the FAT,

provided addresses in overseas jurisdictions for the receipt of remittances of payment by

the Offeror, such acceptance may be rejected.

Any Overseas Shareholder who is in doubt about his position should consult his

professional advisers in the relevant jurisdictions.

15.3 Copies of this Offer Document, the FAA and/or the FAT

Overseas Shareholders may obtain copies of the Offer Document, the FAA and/or the FAT

and any related documents, during normal business hours and up to 5:30 p.m. (Singapore

time) on the Closing Date from, as the case may be, (a) the Singapore Share Transfer

Agent, Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00

Robinson 77, Singapore 068896 or (b) CDP at 9 North Buona Vista Drive, #01-19/20 The

Metropolis, Singapore 138588. Electronic copies of the Offer Document, the FAA and/or the

FAT may also be obtained from the website of the SGX-ST at www.sgx.com. Alternatively,


14

an Overseas Shareholder may, subject to compliance with applicable laws, write in to the

Singapore Share Transfer Agent at the aforementioned address to request for the Offer

Document, the FAA and/or the FAT and any related documents to be sent to an address in

Singapore by ordinary post at his own risk, provided always that the last date for despatch

in respect of such request shall be a date falling three Market Days prior to the Closing

Date. It is the responsibility of the Overseas Shareholder who wishes to request for the

Offer Document, the FAA and/or the FAT and any related documents to satisfy himself as

to the full observance of the laws of the relevant jurisdiction in that connection, including the

obtaining of any governmental or other consent which may be required, and compliance

with all necessary formalities and legal requirements. In requesting for this Offer Document,

the FAA and/or the FAT and any related documents, the Overseas Shareholder represents

and warrants to the Offeror and Religare that he is in full observance of the laws of the

relevant jurisdiction in that connection, and that he is in full compliance with all necessary

formalities and legal requirements.

15.4 Notices

Each of the Offeror and Religare reserves the right to notify any matter, including the fact

that the Offer has been made, to any or all Shareholders (including Overseas Shareholders)

by announcement to the SGX-ST or paid advertisement in a daily newspaper published or

circulated in Singapore, in which case, such notice shall be deemed to have been

sufficiently given notwithstanding any failure by any Shareholder to receive or see such

announcement or advertisement.

16. GENERAL INFORMATION

16.1 Valid Acceptances

Each of the Offeror and Religare reserves the right to treat acceptances of the Offer as valid

if received by or on behalf of either of them at any place or places determined by them

otherwise than as stated herein or in the FAA and/or the FAT, as the case may be, or if made

otherwise than in accordance with the provisions herein and instructions printed on the FAA

and/or the FAT, as the case may be.

16.2 Governing Law and Jurisdiction

The Offer, this Offer Document, the FAA and/or the FAT, and all acceptances of the Offer

and all contracts made pursuant thereto and actions taken or made or deemed to be taken

or made thereunder shall be governed by, and construed in accordance with, the laws of the

Republic of Singapore. The Offeror and each Shareholder who has accepted the Offer

agree to submit to the non-exclusive jurisdiction of the Singapore courts.

16.3 No Third Party Rights

Unless expressly provided to the contrary in this Offer Document, the FAA and/or in the FAT,

a person who is not a party to any contracts made pursuant to the Offer, this Offer

Document, the FAA and/or the FAT has no rights under the Contracts (Rights of Third

Parties) Act, Chapter 53B of Singapore, to enforce any terms of such contracts.

Notwithstanding any term herein and in the FAA and/or the FAT, the consent of any third

party is not required for any subsequent agreement by the parties hereto to amend or vary


15

(including any release or compromise of any liability) or terminate such contracts. Where

third parties are conferred rights under such contracts, those rights are not assignable or

transferable.

16.4 Independent Advice

Religare is acting for and on behalf of the Offeror in connection with the Offer and does not

purport to advise the Shareholders or any other person. In preparing its letter to

Shareholders on behalf of the Offeror, Religare has not had regard to the general or specific

investment objectives, tax position, risk profiles, financial situation or particular needs and

constraints of any individual Shareholder.

The views and recommendation(s) of the directors of the Company who are considered

independent for the purpose of the Offer (“Independent Directors”) and the independent

financial adviser to the Independent Directors on the Offer will be made available to

Shareholders in due course and in any event, they are required under the Code to despatch

their views within 14 days of the despatch of this Offer Document. Shareholders may wish

to consider their views before taking any action in relation to the Offer.

16.5 Accidental Omission

Accidental omission to despatch this Offer Document, the FAA and/or the FAT or any notice

or announcement required to be given under the terms of the Offer, or any failure to receive

the same by any person to whom the Offer is made or should be made, shall not invalidate

the Offer in any way.

17. RESPONSIBILITY STATEMENT

The directors of the Offeror, Kingboard Laminates and Kingboard Chemical (including any

who may have delegated detailed supervision of this Offer Document) have taken all

reasonable care to ensure that the facts stated and all opinions expressed in this Offer

Document are fair and accurate and that no material facts have been omitted from this Offer

Document, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or publicly

available sources (including without limitation in relation to the Group), the sole

responsibility of the directors of the Offeror, Kingboard Laminates and Kingboard Chemical

has been to ensure through reasonable enquiries that such information is accurately

extracted from such sources or, as the case may be, reflected or reproduced in this Offer

Document.

Issued by


For and on behalf of

Excel First Investments Limited

卓先投資有限公司

20 March 2017


16

1. DURATION OF THE OFFER

The Offer is open for acceptance by Shareholders for at least 28 days after the Despatch

Date, unless the Offer is withdrawn with the consent of the SIC and every person released

from any obligation incurred thereunder.

The Offer will close at 5:30 p.m. (Singapore time) on 17 April 2017 (or such other

date(s) as may be announced by or on behalf of the Offeror from time to time), being

the Closing Date.

2. SETTLEMENT

Subject to the receipt by the Offeror from the accepting Shareholders of all relevant

documents required by the Offeror which are complete in all respects and in accordance with

the instructions given in this Offer Document and in the FAA and/or the FAT, as the case may

be, and in the case of a Depositor, the receipt by the Offeror of confirmation satisfactory to

it that the relevant number of Offer Shares tendered by the accepting Depositors in

acceptance of the Offer are standing to the credit of the “Free Balance” of their respective

Securities Account at the relevant time(s), remittances in the form of S$ cheques for the

appropriate amounts will be dispatched, to the accepting Shareholders (or in the case of an

accepting Shareholder holding share certificate(s) which is not deposited with CDP, his

designated agent (if any)) by ordinary post and at the risk of the accepting Shareholders or

by such other manner as the accepting Shareholders may have agreed with CDP for

payment of any cash distributions, as soon as practicable but in any event before the Offer

closes, within seven Business Days after the date of receipt of such valid acceptances,

pursuant to Rule 30 of the Code.

3. ANNOUNCEMENTS

3.1 Timing and Contents

Pursuant to Rule 28.1 of the Code, by 8.00 a.m. on the Relevant Day, the Offeror will

announce and simultaneously inform the SGX-ST of the total number of Offer Shares (as

nearly as practicable):

(a) for which valid acceptances of the Offer have been received;

(b) held by the Offeror Concert Group before the Offer Period; and

(c) acquired or agreed to be acquired by the Offeror Concert Group during the Offer Period,

and will specify the percentages of the total number of issued Shares represented by such

numbers.

3.2 Suspension

If the Offeror is unable, within the time limit, to comply with any of the requirements of Section

3.1 of this Appendix 1, SIC will consider requesting the SGX-ST to suspend dealings in the

Shares until the relevant information is given.

APPENDIX 1 – DETAILS OF THE OFFER

17

3.3 Valid Acceptances of Shares

In computing the number of Offer Shares represented by acceptances, the Offeror will, at the

time of making an announcement, take into account acceptances which are valid in all

respects. Acceptances of the Offer will only be treated as valid for the purposes of the

acceptance condition if the relevant requirements of Note 2 on Rule 28.1 of the Code are

met.

4. RIGHTS OF WITHDRAWAL

Except as expressly provided in this Offer Document, acceptances of the Offer shall be

irrevocable.

If the Offeror fails to comply with any of the requirements of Rule 28.1 of the Code by

3:30 p.m. on the Relevant Day, then immediately thereafter:

(a) Depositors holding Offer Shares which are deposited with CDP and accepting the Offer

will be entitled to withdraw their acceptance by written notice to Excel First Investments

Limited 卓先投資有限公司, c/o The Central Depository (Pte) Limited, 9 North Buona

Vista Drive, #01-19/20, The Metropolis, Singapore 138588; and

(b) Shareholders holding Offer Shares which are not deposited with CDP and accepting the

Offer will be entitled to withdraw their acceptance by written notice to Excel First

Investments Limited卓先投資有限公司, c/o Intertrust Singapore Corporate Services Pte.

Ltd., 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.

Such notice of withdrawal shall be effective only when actually received by the Offeror.

Subject to Rule 22.9 of the Code, this right of withdrawal may be terminated not less than

eight days after the Relevant Day by the Offeror confirming (if that be the case) that the Offer

is still unconditional and complying with Rule 28.1 of the Code.

APPENDIX 1 – DETAILS OF THE OFFER

18

1. DEPOSITORS

1.1 Depositors whose Securities Accounts are credited with Offer Shares

If you have Offer Shares standing to the credit of the “Free Balance” of your Securities

Account, you should receive this Offer Document together with an FAA.

If you wish to accept the Offer, you should:

(a) complete the FAA in accordance with the provisions in this Offer Document and the

instructions printed on the FAA. Please note that you must insert the number of Offer

Shares you wish to accept in the FAA and that if you:

(i) do not specify such number; or

(ii) specify a number which exceeds the number of Offer Shares standing to the credit

of the “Free Balance” of your Securities Account as at 5:00 p.m. (Singapore time)

on the date of receipt of the FAA by CDP (“Date of Receipt”), or in the case where

the Date of Receipt is on the Closing Date, as at 5:30 p.m. (Singapore time) on the

Closing Date (provided always that the Date of Receipt must fall on or before the

Closing Date),

you shall be deemed to have accepted the Offer in respect of all the Offer Shares

already standing to the credit of the “Free Balance” of your Securities Account as at

5:00 p.m. (Singapore time) on the Date of Receipt or, in the case where the Date of

Receipt is on the Closing Date, as at 5:30 p.m. (Singapore time) on the Closing Date;

(b) sign the FAA in accordance with the provisions of this Offer Document and the

instructions printed on the FAA; and

(c) deliver the completed and signed FAA (no part may be detached or otherwise

mutilated):

(i) by hand to Excel First Investments Limited 卓先投資有限公司 c/o The Central

Depository (Pte) Limited, 9 North Buona Vista Drive, #01-19/20 The Metropolis,

Singapore 138588; or

(ii) by post, in the enclosed pre-addressed envelope at your own risk, to Excel First

Investments Limited 卓先投資有限公司 c/o The Central Depository (Pte) Limited,

Robinson Road Post Office, P.O. Box 1984, Singapore 903934,

so as in either case to arrive not later than 5:30 p.m. (Singapore time) on the

Closing Date. If the completed and signed FAA is delivered by post to the Offeror, it is

your responsibility to affix adequate postage on the enclosed pre-addressed envelope.

If you have sold or transferred all your Offer Shares held through CDP, you need not

forward this Offer Document and the FAA to the purchaser or transferee, as CDP will

arrange for a separate Offer Document and FAA to be sent to the purchaser or

transferee by ordinary post to their mailing address as recorded with CDP.

APPENDIX 2 – PROCEDURES FOR ACCEPTANCE OF THE OFFER

19

1.2 Depositors whose Securities Accounts will be credited with Offer Shares

If you have purchased Offer Shares on the SGX-ST after the Despatch Date and such Offer

Shares are in the process of being credited to the “Free Balance” of your Securities Account,

you should also receive this Offer Document together with an FAA.

If you wish to accept the Offer, you should, after the “Free Balance” of your Securities

Account has been credited with such number of Offer Shares:

(a) complete and sign the FAA in accordance with the provisions in this Offer Document and

the instructions printed on the FAA; and

(b) deliver the completed and signed FAA (no part may be detached or otherwise

mutilated):

(i) by hand to Excel First Investments Limited 卓先投資有限公司 c/o The Central

Depository (Pte) Limited, 9 North Buona Vista Drive, #01/19-20 The Metropolis,

Singapore 138588; or

(ii) by post, in the enclosed pre-addressed envelope at your own risk, to Excel First

Investments Limited 卓先投資有限公司 c/o The Central Depository (Pte) Limited,

Robinson Road Post Office, P.O. Box 1984, Singapore 903934,

so as in either case to arrive not later than 5:30 p.m. (Singapore time) on the

Closing Date. If the completed and signed FAA is delivered by post to the Offeror, it is

your responsibility to affix adequate postage on the enclosed pre-addressed envelope.

1.3 Rejection

If upon receipt by CDP of the FAA, it is established that such Offer Shares have not been,

or will not be, credited to the “Free Balance” of your Securities Account (for example, where

you sell or have sold such Offer Shares), your acceptance is liable to be rejected and none

of CDP, Religare and the Offeror (including, for the avoidance of doubt, any of the Offeror’s

related entities) accepts any responsibility or liability for the consequences of such a

rejection.

If you purchase Offer Shares on the SGX-ST on a date close to the Closing Date, your

acceptance in respect of such Offer Shares is liable to be rejected if the “Free Balance” of

your Securities Account is not credited with such Offer Shares by 5:00 p.m. (Singapore time)

on the Date of Receipt or 5:30 p.m. (Singapore time) on the Closing Date (if the Date of

Receipt falls on the Closing Date). None of CDP, Religare and the Offeror (including, for the

avoidance of doubt, any of the Offeror’s related entities) accepts any responsibility or liability

for the consequences of such a rejection.

1.4 Depositors whose Securities Account are and will be credited with Offer Shares

If you have Offer Shares credited to your Securities Account, and have purchased additional

Offer Shares on the SGX-ST which are in the process of being credited to your Securities

Account, you may accept the Offer in respect of the Offer Shares standing to the credit of the

“Free Balance” of your Securities Account and may accept the Offer in respect of the

additional Offer Shares purchased which are in the process of being credited to your


20

Securities Account only after the “Free Balance” of your Securities Account has been

credited with such number of Offer Shares. The provisions set out above shall apply mutatis

mutandis to your acceptance of the Offer in respect of such additional Offer Shares.

1.5 Acceptance via SGX-SSH service

Depository Agents may accept the Offer via the SGX-SSH service provided by CDP as listed

in Schedule 3 of the Terms and Conditions for User Services for Depository Agents. CDP has

been authorised by the Offeror to receive acceptances on its behalf. Such acceptances will

be deemed irrevocable and subject to each of the terms and conditions contained in the Offer

Document and the FAA as if the FAA had been properly completed in all respects, originally

signed and delivered to CDP.

1.6 General

All communications, notices, documents and remittances to be delivered or sent to you will

be sent by ordinary post to your address as it appears in the records of CDP, at your own risk.

No acknowledgements will be given for all submissions made. For reasons of confidentiality,

CDP will not entertain telephone enquiries relating to the number of Offer Shares credited to

your Securities Account. You can verify such number (a) online if you have registered for the

CDP Internet Access Service or (b) through CDP Phone Service if you have a T-PIN.

1.7 Suspense Account

Upon receipt of the FAA which is complete and valid in all respects, CDP will transfer the

Offer Shares in respect of which you have accepted the Offer from the “Free Balance” of your

Securities Account to a “Suspense Account”. Such Offer Shares will be held in the “Suspense

Account” until the consideration for such Offer Shares has been despatched to you.

1.8 Notification

CDP will send you a notification letter stating the number of Offer Shares debited from your

Securities Account together with payment of the Offer Price by way of a cheque in S$ drawn

on a bank in Singapore for the appropriate amount, by ordinary post to your mailing address

as it appears in the records of CDP at your own risk, or in such other manner as you may

have agreed with CDP for the payment of any cash distributions.

1.9 No Securities Account

If you do not have any existing Securities Account in your own name at the time of

acceptance of the Offer, your acceptance as contained in the FAA will be rejected.


21

2. SCRIP HOLDERS

2.1 Shareholders whose Offer Shares are not deposited with CDP

If you hold Offer Shares which are not deposited with CDP (“in scrip form”), you should

receive this Offer Document together with an FAT.

If you wish to accept the Offer, you should:

(a) complete the FAT strictly in accordance with this Offer Document and the instructions

printed on the FAT. In particular, you must state in the FAT the number of Offer Shares

in respect of which you wish to accept the Offer and the share certificate number(s) of

the relevant share certificate(s). If you:

(i) do not specify a number; or

(ii) specify a number which exceeds the number of Offer Shares represented by the

attached share certificate(s),

you shall be deemed to have accepted the Offer in respect of the total number of Offer

Shares represented by the share certificate(s) accompanying the FAT;

(b) sign the FAT in accordance with this Offer Document and the instructions printed on the

FAT; and

(c) deliver:

(i) the completed and signed FAT in its entirety (no part may be detached or otherwise

mutilated);

(ii) the share certificate(s), other document(s) of title and/or other relevant

document(s) required by the Offeror relating to the Offer Shares in respect of

which you wish to accept the Offer. If you are recorded in the Register as holding

Offer Shares but do not have the relevant share certificate(s) relating to such Offer

Shares, you, at your own risk, are required to procure the Company to issue such

share certificate(s) in accordance with the memorandum of association and the

bye-laws of the Company and then deliver such share certificate(s) in accordance

with the procedures set out in this Offer Document; and

(iii) where such Offer Shares are not registered in your name, you may send in, at your

own risk, the relevant share certificate(s) and/or other document(s) of title and/or

other relevant document(s) required by the Offeror, accompanied by transfer

form(s), duly executed by the person in whose name such share certificate(s)

is/are registered and stamped (if required), with the particulars of the transferee

left blank (to be completed by the Offeror or a person authorised by it),

either by hand or by post, in the enclosed pre-addressed envelope at your own risk,

to Excel First Investments Limited 卓先投資有限公司 c/o Intertrust Singapore Corporate

Services Pte. Ltd., 77 Robinson Road, #13-00 Robinson 77, Singapore 068896, in

either case so as to arrive not later than 5:30 p.m. (Singapore time) on the Closing


22

Date. If the completed and signed FAT is delivered by post to the Offeror, please use

the pre-addressed envelope which is enclosed with the FAT. It is your responsibility to

affix adequate postage on the said envelope.

If your share certificate(s), transfer form(s) and/or any other relevant document(s) required

by the Offeror, is/are not readily available or is/are lost, please contact Intertrust Singapore

Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.

3. GENERAL

3.1 Receipt

No acknowledgement of receipt of any FAT, share certificate(s), other document(s) of title,

transfer form(s) and/or any other document(s) will be given by the Offeror or the Singapore

Share Transfer Agent.

3.2 Disclaimer and Discretion

The Offeror, Religare, CDP and/or the Singapore Share Transfer Agent will be entitled to

reject any acceptance which is not entirely in order or which does not comply with the

provisions and instructions in this Offer Document and in the FAA and/or FAT (as applicable),

or which is otherwise incomplete, incorrect, unsigned, non-originally signed or invalid in any

respect. If you wish to accept the Offer, it is your responsibility to ensure that the FAA and/or

FAT, as the case may be, is/are properly completed in all respects, originally signed and all

required supporting documents, where applicable, are provided. Any decision to reject any

acceptance will be final and binding and none of the Offeror, Religare, CDP or the Singapore

Share Transfer Agent accepts any responsibility or liability in relation to such a decision,

including the consequences of such a decision.

Each of the Offeror and Religare reserves the right to treat acceptances of the Offer as valid

if received by or on behalf of either of them at any place(s) determined by them otherwise

than as stated in this Offer Document or in the FAA and/or the FAT, as the case may be, or

if made otherwise than in accordance with the provisions of this Offer Document and in the

FAA and/or the FAT, as the case may be.

3.3 Scrip and Scripless Offer Shares

If you hold some Offer Shares in scrip form and some Offer Shares with CDP, you should

complete and sign the FAT for the former and the FAA for the latter in accordance with the

respective procedures set out in this Appendix 2 if you wish to accept the Offer in respect

of all such Offer Shares.

3.4 Deposit Time

If you hold the Offer Shares in scrip form and wish to accept the Offer, you should not deposit

the share certificate(s) with CDP on or after the Despatch Date as the Offer Shares may not

be credited into your Securities Account in time for you to accept the Offer. If you wish to

accept the Offer in respect of such Offer Shares in scrip form, you should complete, sign the

FAT and follow the procedures set out in Section 2 of this Appendix 2.


23

3.5 Acceptances received on Saturday, Sunday and public holidays

Acceptances in the form of the FAA and/or the FAT, as the case may be, to CDP and/or the

Singapore Share Transfer Agent on a Saturday, Sunday or public holiday will only be

processed and validated on the next Business Day.

3.6 Evidence of Title

Delivery of the duly completed and signed FAA and/or FAT, as the case may be, to CDP

and/or the Singapore Share Transfer Agent and/or the Offeror, as the case may be, shall be

conclusive evidence in favour of CDP and/or the Singapore Share Transfer Agent and/or the

Offeror of the right and title of the person signing it to deal with the same and with the Offer

Shares to which it relates.

3.7 Correspondences

All communications, certificates, notices, documents and remittances to be delivered or sent

to you (or your designated agent or, in the case of joint accepting Shareholders who have not

designated any agent, to the one first named in the Register) will be sent by ordinary post to

your respective mailing addresses as maintained with CDP or as they appear in the Register,

as the case may be, at the risk of the person entitled thereto (or for the purposes of

remittances only, to such different names and addresses as may be specified by you in the

FAA and/or FAT (as applicable) at your own risk).


24

1. DIRECTORS

The names, addresses and descriptions of the directors of the Offeror as at the Latest

Practicable Date are set out below:

Name Address Designation

Cheung Kwok Wa c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Director

Cheung Kwok Ping c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Director

Cheung Ka Ho c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Director

2. PRINCIPAL ACTIVITIES AND ISSUED SHARES

The Offeror is a BVI business company incorporated in the British Virgin Islands on 22 March

2006. Its principal activity is that of investment holding. As at the Latest Practicable Date, the

Offeror has issued only 1 share with a par value of US$1.00 per share. As at the Latest

Practicable Date, the directors of the Offeror (“Directors”) are Mr. Cheung Kwok Wa,

Mr. Cheung Kwok Ping and Mr. Cheung Ka Ho.

The Offeror is a wholly-owned subsidiary of Kingboard Laminates, which is listed on The

Stock Exchange of Hong Kong Limited. As at the Latest Practicable Date, the directors of

Kingboard Laminates are Mr. Cheung Kwok Wa, Mr. Cheung Kwok Keung, Mr. Cheung Kwok

Ping, Mr. Lam Ka Po, Mr. Cheung Ka Ho, Mr. Liu Min, Mr. Zhou Pei Feng, Mr. Lo Ka Leong,

Mr. Leung Tai Chiu, Mr. Ip Shu Kwan, Stephen, Mr. Zhang Lu Fu and Mr. Lau Ping Cheung,

Kaizer.

Kingboard Laminates is, in turn, a 72.59% owned subsidiary of Kingboard Chemical, and

also listed on The Stock Exchange of Hong Kong Limited. The Kingboard Chemical Group

has business activities ranging from manufacture and sale of, among others, laminates,

printed circuit boards, chemicals, liquid crystal displays and magnetic products, and property

development and investment. As at the Latest Practicable Date, the directors of Kingboard

Chemical are Mr. Cheung Kwok Wing, Mr. Chang Wing Yiu, Mr. Cheung Kwong Kwan, Mr. Ho

Yin Sang, Ms. Cheung Wai Lin, Stephanie, Mr. Cheung Ka Shing, Mr. Chen Maosheng,

Dr. Cheng Wai Chee, Christopher, Mr. Cheung Ming Man, Dr. Chong Kin Ki and Mr. Leung

Tai Chiu.

Additional information on Kingboard Laminates and Kingboard Chemical can be found at

their websites at http://www.kblaminates.com and http://www.kingboard.com, respectively.

APPENDIX 3 – INFORMATION ON THE OFFEROR ANDKINGBOARD CHEMICAL GROUP

25

3. SUMMARY OF FINANCIAL PERFORMANCE

A summary of the audited consolidated income statements of the Kingboard Chemical Group

for FY2013, FY2014 and FY2015 and unaudited consolidated income statements of the

Kingboard Chemical Group for 1H2016 is set out in the table below.

The summary is extracted from, and should be read in conjunction with, the consolidated

financial statements of the Kingboard Chemical Group for FY2013, FY2014, FY2015 and

1H2016, which are available at http://www.kingboard.com.

Six months

ended

30 June

2016

(HK$’000)

(Unaudited)

Financial

year ended

31 December

2015

(HK$’000)

(Audited)

Financial

year ended

31 December

2014

(HK$’000)

(Audited)

Financial

year ended

31 December

2013

(HK$’000)

(Audited)

Revenues 18,320,841 32,788,186 35,905,766 35,683,457

Cost of sales and services rendered (14,726,243) (27,992,732) (31,308,307) (31,025,972)

Gross Profit 3,594,598 4,795,454 4,597,459 4,657,485

Other income, gains and losses 208,988 589,136 534,566 419,000

Distribution costs (489,534) (1,026,218) (984,007) (942,139)

Administrative costs (838,051) (1,616,485) (1,644,319) (1,495,885)

Gain on fair value changes of

investment properties – 267,085 1,381,549 1,406,679

Gain on disposal of available-for-

sale investments 113,027 345,692 206,884 144,901

Share-based payments (13,513) (62,764) (7,398) (44,756)

Impairment loss recognised on

properties, plant and equipment – – (303,074) –

Impairment loss recognised on

available-for-sale investments (101,681) (314,293) – –

Finance costs (212,032) (439,779) (444,995) (479,661)

Share of results of associates (7,205) (15,269) 176,956 234,349

Profit before taxation 2,254,597 2,522,559 3,513,621 3,899,973

Income tax expense (533,505) (569,464) (692,615) (608,350)

Profit for the period/year 1,721,092 1,953,095 2,821,006 3,291,623

Profit for the period/year

attributable to:

Owners of the Company 1,505,974 1,650,323 2,536,800 2,961,409

Non-controlling interests 215,118 302,772 284,206 330,214

1,721,092 1,953,095 2,821,006 3,291,623


26

4. STATEMENT OF ASSETS AND LIABILITIES

A summary of the audited consolidated balance sheets of the Kingboard Chemical Group as

at end FY2013, FY2014 and FY2015 and unaudited consolidated balance sheet of the

Kingboard Chemical Group as at end 1H2016 is set out in the table below.

The summary is extracted from, and should be read in conjunction with, the consolidated

financial statements of the Kingboard Chemical Group for FY2013, FY2014, FY2015 and

1H2016, which are available at http://www.kingboard.com.

30 June

2016

(HK$’000)

(Unaudited)

31 December

2015

(HK$’000)

(Audited)

31 December

2014

(HK$’000)

(Audited)

31 December

2013

(HK$’000)

(Audited)

Non-current assets

Investment properties 10,624,873 10,876,251 10,192,857 7,700,029

Properties, plant and equipment 14,628,282 15,660,817 17,451,622 18,201,741

Prepaid lease payments 890,812 912,439 979,178 1,018,926

Other non-current assets 676,040 689,670 732,430 734,889

Goodwill 2,288,149 2,288,149 2,288,149 2,288,149

Interests in associates 2,037,818 2,086,039 1,370,686 677,650

Available-for-sale investments 4,545,003 2,403,069 3,258,454 4,250,508

Entrusted loans 1,080,123 1,193,072 1,442,509 1,405,331

Deposits paid for acquisition of

properties, plant and equipment 360,672 311,866 415,171 –

Non-current deposits – – – 505,609

Deferred tax assets 4,264 3,420 4,862 4,750

Total non-current assets 37,136,036 36,424,792 38,135,918 36,787,582

Current assets

Inventories 2,067,845 2,287,118 2,801,004 3,145,193

Properties held for development 17,815,709 19,228,370 19,148,646 17,387,531

Trade and other receivables and

prepayments 8,327,413 7,849,134 8,819,189 8,799,141

Bills receivables 2,498,675 2,017,736 2,112,632 2,302,770

Prepaid lease payments 25,438 25,086 27,799 28,135

Taxation recoverable 24,542 24,890 28,155 46,649

Fixed deposits held at banks with

original maturity over three months – 210,079 – –

Bank balances and cash 4,574,454 4,853,792 4,559,399 6,363,240

Total current assets 35,334,076 36,496,205 37,496,824 38,072,659


27

30 June

2016

(HK$’000)

(Unaudited)

31 December

2015

(HK$’000)

(Audited)

31 December

2014

(HK$’000)

(Audited)

31 December

2013

(HK$’000)

(Audited)

Current liabilities

Trade and other payables 5,864,820 5,927,617 4,847,246 4,623,108

Bills payables 353,243 409,762 771,361 715,412

Deposits received from pre-sale of

residential units 5,026,991 3,192,521 4,610,399 3,857,305

Derivative financial instruments – – 6,779 –

Taxation payable 582,122 534,181 522,693 603,661

Bank borrowings – amount due

within one year 6,558,645 6,241,379 9,803,898 7,172,390

Total current liabilities 18,385,821 16,305,460 20,562,376 16,971,876

Net current assets 16,948,255 20,190,745 16,934,448 21,100,783

Total assets less current

liabilities 54,084,291 56,615,537 55,070,366 57,888,365

Non-current liabilities

Deferred tax liabilities 801,155 805,518 846,072 521,196

Bank borrowings – amount due

after one year 11,404,415 14,469,292 12,251,104 16,507,210

12,205,570 15,274,810 13,097,176 17,028,406

Net assets 41,878,721 41,340,727 41,973,190 40,859,959

Capital and reserves

Share capital 102,560 102,560 102,560 102,560

Reserves 35,752,394 35,143,608 35,573,748 34,055,683

Equity attributable to owners of

the Company 35,854,954 35,246,168 35,676,308 34,158,243

Non-controlling interests 6,023,767 6,094,559 6,296,882 6,701,716

Total equity 41,878,721 41,340,727 41,973,190 40,859,959


28

5. MATERIAL CHANGES IN FINANCIAL POSITION

As at the Latest Practicable Date, other than for making of the Offer and save as disclosed

in this Offer Document and for information on the Kingboard Chemical Group which is

publicly available, there has not been, to the knowledge of Kingboard Chemical Group, any

material change in the financial position of the Kingboard Chemical Group since

31 December 2015, being the date of the last audited consolidated financial statements of

the Kingboard Chemical Group laid before its shareholders in general meeting.

6. SIGNIFICANT ACCOUNTING POLICIES

The audited consolidated financial statements of the Kingboard Chemical Group have been

prepared in accordance with Hong Kong Financial Reporting Standards. The significant

accounting policies of the Kingboard Chemical Group are set out in the notes of the financial

statements of the audited consolidated financial statements of the Kingboard Chemical

Group for FY2015, which significant accounting policies are set out in Appendix 4.

7. CHANGES IN ACCOUNTING POLICIES

As at the Latest Practicable Date, there has been no change in the accounting policies of the

Kingboard Chemical Group since the date of its audited consolidated financial statements for

FY2015 which will cause the figure set out in paragraphs 3 and 4 above to be not comparable

to a material extent.

8. REGISTERED OFFICE

The registered office of the Offeror is at P.O. Box 957, Offshore Incorporations Centre, Road

Town, Tortola, British Virgin Islands.


29

The consolidated financial statements have been prepared in accordance with Hong Kong

Financial Reporting Standards issued by Hong Kong Institute of Certified Public Accountants.

The consolidated financial statements have been prepared on the historical cost basis except for

investment properties and certain financial instruments, which are measured at fair values.

The consolidated financial statements incorporate the financial statements of the Company and

entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

(a) has power over the investees;

(b) is exposed, or has rights, to variable returns from its involvement with the investees; and

(c) has the ability to use its power to affect its returns.

APPENDIX 4 – SIGNIFICANT ACCOUNTING POLICIES OF KINGBOARD

CHEMICAL GROUP

30

1. DIRECTORS

The names, addresses and descriptions of the directors of the Company as at the Latest

Practicable Date are set out below:

Name Address Designation

Lam Ka Po c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Executive Director and

Chairman

Cheung Kwok Ping c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Executive Director

Ho Yin Sang c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Non-Executive Director

Ong Tiong Wee c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Independent


Chim Hou Yan c/o Intertrust Singapore Corporate

Services Pte. Ltd.,

77 Robinson Road,

#13-00 Robinson 77,

Singapore 068896

Independent


2. PRINCIPAL ACTIVITIES AND SHARE CAPITAL

The Company was incorporated in Bermuda and is listed on the Main Board of the SGX-ST.

It is an investment holding company, and its subsidiaries are engaged in the manufacture and

trading of polyvinyl butyral and related products and licensing business.

As at the Latest Practicable Date, the authorised share capital of the Company is

US$200,000,000 and the issued share capital is US$72,250,000, comprising 722,500,000

ordinary Shares of a par value of US$0.10 each.

There is no restriction in the Bye-laws of the Company on the right to transfer any Shares,

which has the effect of requiring Shareholders, before transferring them, to first offer them

for purchase to other Shareholders or to any other person.

APPENDIX 5 – INFORMATION ON THE COMPANY

31

3. MATERIAL CHANGES IN FINANCIAL POSITION

As at the Latest Practicable Date, save as disclosed in this Offer Document and for

information on the Company which is publicly available, there has not been, to the knowledge

of the Offeror, any material change in the financial position or prospects of the Company

since the date of the last audited consolidated financial statements of the Company laid

before the Company in general meeting.

4. REGISTERED OFFICE

The registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM 11,

Bermuda.

APPENDIX 5 – INFORMATION ON THE COMPANY

32

1. Shares held by the Relevant Persons as at the Latest Practicable Date are set out below:

Name Direct Interest Indirect Interest

No. of

Shares %(1)

No. of

Shares %(1)

Offeror(2) 449,002,000 62.15 27,476,900 3.80

Kingboard Laminates(3) – – 476,478,900 65.95

Jamplan (BVI) Limited(4) – – 476,898,900 66.01

Kingboard Chemical(4) – – 476,898,900 66.01

Hallgain Management

Limited(5) – – 476,898,900 66.01

Ho Yin Sang(6) – – 2,000 0.00

Notes:

1. Calculated based on a total of 722,500,000 Shares in issue as at the Offer Announcement Date.

2. The Offeror is deemed to have an interest in the 27,476,900 Shares held by its subsidiary, Kingboard

Laminates Limited, through nominees.

3. The Offeror is 100% held by Kingboard Laminates.

4. Kingboard Laminates is 69.61% held by Jamplan (BVI) Limited (“Jamplan”) and 2.98% directly held by

Kingboard Chemical. Jamplan is a wholly-owned subsidiary of Kingboard Chemical. Jamplan’s subsidiary,

Kingboard Investments Limited, also holds directly 420,000 Shares.

5. Hallgain Management Limited has approximately 37.00% shareholding interest in Kingboard Chemical.

6. Mr Ho Yin Sang, a director of the Company and Kingboard Chemical, has a deemed interest in 2,000 Shares

via his spouse, Mdm Cheung Wai Kam.

2. None of the Relevant Persons has dealt in Shares during the three-month period immediately

preceding the Offer Announcement Date and ending on the Latest Practicable Date.

APPENDIX 6 – DISCLOSURES OF HOLDINGS AND DEALINGS IN SHARES

33

1. DISCLOSURES OF INTERESTS

1.1 No Agreement having any Connection with or Dependence upon the Offer

As at the Latest Practicable Date, save as disclosed in this Offer Document, there is no

agreement, arrangement or understanding between (a) the Offeror Concert Group and

(b) any of the present or recent directors of the Company, or the present or recent

Shareholders, having any connection with or dependence upon the Offer.

1.2 Transfer of Offer Shares

As at the Latest Practicable Date, save as disclosed herein, there is no agreement,

arrangement or understanding whereby any of the Offer Shares acquired pursuant to the

Offer will or may be transferred to any other persons. The Offeror also reserves the right to

transfer any of the Offer Shares to any of its related companies (as defined in the Companies

Act) or to any party acting in concert with the Offeror or for the purpose of granting security

in favour of financial institutions and/or persons which have extended credit facilities and/or

financing to it.

1.3 No Payment or Benefit to Directors of the Company

As at the Latest Practicable Date, to the knowledge of the Offeror, there is no agreement,

arrangement or understanding for any payment or other benefit to be made or given to any

director of the Company or its related corporations (as defined in the Companies Act) as

compensation for loss of office or otherwise in connection with the Offer.

1.4 No Agreement Conditional upon Outcome of Offer

As at the Latest Practicable Date, there is no agreement, arrangement or understanding

made between (a) the Offeror Concert Group and (b) any of the directors of the Company or

any other person, in connection with or conditional upon the outcome of the Offer or

otherwise connected with the Offer.

1.5 No Indemnity and other Arrangements

As at the Latest Practicable Date, save as publicly disclosed, to the best knowledge of the

Offeror, none of the Offeror Concert Group has entered into any arrangement of the kind

referred to in Note 7 on Rule 12 of the Code, including indemnity or option arrangements and

any agreement or understanding, formal or informal, of whatever nature, relating to the

Shares which may be an inducement to deal or refrain from dealing in the Shares.

2. MATERIAL CHANGE IN INFORMATION

Save as disclosed in this Offer Document or otherwise publicly disclosed, there has been no

material change in any information previously published by or on behalf of the Offeror during

the period commencing from the Offer Announcement Date and ending on the Latest

Practicable Date.

APPENDIX 7 – GENERAL INFORMATION

34

3. GENERAL

3.1 Costs and Expenses

All costs and expenses of or incidental to the Offer including the preparation and circulation

of this Offer Document, the FAA and the FAT (other than professional fees and other costs

relating to the Offer or any revision thereof incurred by the Company) and stamp duty and

transfer fees (if any) resulting from acceptances of the Offer, will be paid by the Offeror.

3.2 Consent

Religare has given and has not withdrawn its written consent to the issue of this Offer

Document with the inclusion herein of its name and all references thereto in the form and

context in which they appear in this Offer Document.

4. MARKET QUOTATIONS

4.1 Closing Prices

The following table sets out the closing prices of the Shares on the SGX-ST (as reported by

Bloomberg L.P.), on:

(a) 14 March 2017 (being the Latest Practicable Date);

(b) 27 February 2017 (being the Last Traded Day); and

(c) on a monthly basis from September 2016 to February 2017 (being the end of each of

the six calendar months preceding the Offer Announcement Date or the last date on

which the Shares were traded prior to the end of the relevant calendar month).

Closing Price(1), (2)

(S$)

14 March 2017, being the Latest Practicable Date 0.415

27 February 2017, being the Last Traded Day 0.340

31 January 2017 0.280

31 December 2016 0.280

30 November 2016 0.290

31 October 2016 0.255

30 September 2016 0.230

Notes:

(1) Based on data extracted from Bloomberg L.P..

(2) The figures are rounded to the nearest three decimal places.


35

4.2 Highest and Lowest Closing Prices

The highest and lowest closing prices of the Shares on the SGX-ST (as reported by

Bloomberg L.P.) during the period commencing six months prior to the Offer Announcement

Date and ending on the Latest Practicable Date are S$0.415 and S$0.220 respectively.

The highest closing price was first transacted on 7 March 2017 and the lowest closing price

was first transacted on 23 September 2016.

5. DOCUMENTS FOR INSPECTION

Copies of the following documents may be inspected at the business office of Religare at

80 Raffles Place, #43-01, UOB Plaza 1, Singapore 048624 during normal business hours on

any Business Day while the Offer remains open for acceptance:

(a) the Offer Announcement;

(b) the Memorandum and Articles of Association of the Offeror;

(c) the letter of consent of Religare referred to in Section 3.2 of this Appendix 7.


36

THIS FORM OF ACCEPTANCE AND AUTHORISATION FOR SHARES (THE “FAA”) IS IMPORTANT. THIS FAA IS NOT A TRANSFERABLE OR NEGOTIABLE DOCUMENT AND IS ONLY FOR USE BY THE DEPOSITOR(S) WHOSE NAME(S) APPEAR BELOW. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.THIS FAA RELATES TO THE OFFER DOCUMENT DATED 20 MARCH 2017 (THE “OFFER DOCUMENT”) IN RELATION TO THE OFFER. UNLESS OTHERWISE DEFINED OR THE CONTEXT REQUIRES OTHERWISE, CAPITALISED TERMS USED IN THIS FAA BEAR THE SAME MEANING ASCRIBED IN THE OFFER DOCUMENT.THE AVAILABILITY OF THE OFFER TO SHAREHOLDERS WHOSE ADDRESSES ARE OUTSIDE SINGAPORE (THE “OVERSEAS SHAREHOLDERS”) AS SHOWN IN THE RECORDS OF THE CENTRAL DEPOSITORY (PTE) LIMITED (“CDP”) MAY BE AFFECTED BY THE LAWS OF THE RELEVANT OVERSEAS JURISDICTIONS. SUCH OVERSEAS SHAREHOLDERS ARE ADVISED TO READ THE SECTION ENTITLED “OVERSEAS SHAREHOLDERS” IN THE OFFER DOCUMENT.

VOLUNTARY UNCONDITIONAL CASH OFFER (“OFFER”) FORKINGBOARD COPPER FOIL HOLDINGS LIMITED (“OFFEREE”) FORM OF ACCEPTANCE AND AUTHORISATION FOR SHARES

(THIS FAA NEED NOT BE SUBMITTED TO CDP IF YOU DO NOT WISH TO ACCEPT THE OFFER)

VOLUNTARY UNCONDITIONAL CASH OFFERFOR THE SHARES OF KINGBOARD COPPER FOIL HOLDINGS LIMITED

NAME(S) AND ADDRESS OF DEPOSITOR(S) Securities Account Number

Last date and time for acceptance of the Offer: 5.30 p.m. on 17 April 2017 or such later date(s) as may be announced from time to time by or on behalf of the Offeror (the “Closing Date”).

If your purchase of the above Shares was settled through your Central Provident Fund (“CPF”) approved agent bank, finance company or depository agent and you wish to accept the Offer, your acceptance would have to be made through your CPF approved agent bank included under the CPF Investment Scheme, finance company or depository agent. In such instances, you need not submit this FAA to CDP.

PLEASESIGNHERE

Page 1

To: EXCEL FIRST INVESTMENTS LIMITED (“Offeror”) c/o The Central Depository (Pte) Limited

Dear Sirs,

The consideration for acceptance of the Offer is the Offer Price, being S$0.40 in cash for each Share, as stated in the Offer Document.

The acceptance of the Offer at the Offer Price, by way of execution of this FAA in accordance with Section A below, is subject to the terms and conditions set out below and in the Offer Document.

Irrevocable Acceptance. My/Our execution of this FAA shall constitute my/our irrevocable acceptance of the Offer, upon the terms and subject to the conditions contained in the Offer Document.

Assistance. I/We irrevocably undertake to execute such other documents and to do such acts and things as may be required to give effect to such acceptance and the transfer of the above-mentioned Shares to the Offeror or the Transferee, and to enable the Offeror or any person nominated in writing by the Offeror (hereinafter called the “Transferee”) to exercise all rights and receive all benefits accruing to or arising from the above-mentioned Shares as specified in the Offer Document.

Warranty. I/We unconditionally and irrevocably warrant that the Shares in respect of which the Offer is accepted by me/us are, and when transferred to the Offeror or the Transferee, will be (i) fully paid; (ii) free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and (iii) transferred together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain all dividends, rights and other distributions (if any) which may be declared paid or made by the Offeree on or after the Offer Announcement Date.

CDP Authorisation – Suspense Account. I/We irrevocably authorise CDP to take such measures as it may consider necessary or expedient to prevent any trading of the Offer Shares in respect of which I/we have accepted the Offer during the period commencing on the date of receipt of this FAA by CDP, for and on behalf of the Offeror, and ending on the date of settlement of the consideration for such Offer Shares (including, without limitation, transferring the relevant number of such Offer Shares from my/our Securities Account into a suspense account).

CDP Authorisation – Transfer. I/We irrevocably authorise CDP to debit my/our Securities Account and to credit the Securities Account of the Offeror, or the Securities Account of the Transferee, with the relevant number of Offer Shares in respect of which I/we have accepted the Offer on the date of settlement of the consideration for such Offer Shares, in accordance with its terms.

CDP Authorisation – Disclosure. I/We irrevocably authorise CDP to give, provide, divulge, disclose or reveal any information pertaining to my/our Securities Account maintained in CDP’s record, including, without limitation, my/our name(s), my/our NRIC or passport number(s), Securities Account number, address(es), the number of Shares standing to the credit of my/our Securities Account, the number of Shares tendered by me/us in acceptance of the Offer, information pertaining to the level of acceptance of the Offer and any other information to the Offeror, the Transferee, Religare Capital Markets Corporate Finance Pte. Limited (“Financial Adviser”, which is acting for and on behalf of the Offeror) and any other relevant parties as CDP may deem fit for the purposes of the Offer and my/our acceptance thereof.

Offer Unconditional. As the Offer is unconditional in all respects, CDP will send you a notification letter stating the number of Offer Shares debited from your Securities Account together with payment of the Offer Price by way of a cheque drawn on a bank in Singapore for the appropriate amount, or in such other manner as you may have agreed with CDP for the payment of any cash distributions.

SECTION A – ACCEPTANCE THROUGH FAA

I/We hereby irrevocably authorise CDP to effect the transfer from my/our Securities Account with CDP of the following number of Shares to the Securities Account maintained with CDP of the Offeror or the Transferee:

Please indicate the number of Shares you wish to tender in acceptance of the Offer

Part A Number of Shares now standing to the credit of the “Free Balance” of my/our Securities Account in respect of which the Offer is accepted

NOTE: Please refer to paragraphs 2 and 3 of page 2 of this FAA for instructions on inserting the number of Shares above.

Date Signature(s)/Thumbprint(s) of Depositor(s)/Joint Depositors.For corporations, please sign as per your signing mandate and where appropriate, the Common Seal to be affixed in accordance with your

Constitution or relevant constitutive documents.

VOLUNTARY UNCONDITIONAL CASH OFFERFOR THE SHARES OF KINGBOARD COPPER FOIL HOLDINGS LIMITED

INSTRUCTIONS

This FAA is for the use of Depositors who wish to accept the Offer in respect of all or part of the total number of Shares standing to the credit of the “Free Balance” of their Securities Account or purchased on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). This FAA and the provisions herein constitute an integral part of the Offer Document. Further provisions relating to acceptance are set out in Appendix 1 to the Offer Document.This FAA has been sent to you on the understanding that all your Shares are held on your behalf by CDP. If, however, you hold share certificates in respect of some or all of the Shares and you wish to accept the Offer in respect of those Shares, you should complete, sign and return at your own risk, the Form of Acceptance and Transfer for Shares (the “Share FAT”) in accordance with the instructions printed thereon. A copy of the Share FAT may be obtained upon production of satisfactory evidence that you are a Shareholder of the Offeree, from Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.1. Acceptance. If you wish to accept the Offer using this FAA, it must be completed and signed strictly in the manner set out in Section A overleaf and in

accordance with the provisions and instructions of the Offer Document and then submit the signed original to EXCEL FIRST INVESTMENTS LIMITED, c/o The Central Depository (Pte) Limited by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588, or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934, so as your acceptance should be submitted NOT LATER THAN 5.30 P.M. ON 17 APRIL 2017 or such later date(s) as may be announced from time to time by or on behalf of the Offeror. Proof of posting is not proof of receipt by the Offeror at the above addresses.The Offeror and CDP will be authorised and entitled, in their absolute discretion, to reject any acceptances of the Offer which are not entirely in order or which do not comply with the provisions and instructions contained in the Offer Document and in this FAA or which are otherwise incomplete, incorrect, unsigned or invalid in any respect. It is your responsibility to ensure that this FAA is properly completed in all respects, signed and all supporting documents, where applicable, are provided. Any decision to reject this FAA on the grounds that it has been invalidly, incorrectly or incompletely signed, completed or submitted will be final and binding and none of CDP, the Financial Adviser and the Offeror accepts any responsibility or liability in relation to such a decision, including the consequences thereof. The Offeror and the Financial Adviser reserve the right to treat acceptances of the Offer as valid if received by or on behalf of either of them at any place or places determined by them otherwise than as stated in the Offer Document or in the FAA, as the case may be, or if made otherwise than in accordance with the provisions of the Offer Document and this FAA. CDP takes no responsibility for any decision made by the Offeror or the Financial Adviser. Acceptances in the form of this FAA received by CDP on a Saturday, Sunday or public holiday will only be processed and validated on the next Business Day.

2. Acceptance by Depositors whose Securities Accounts are credited with Shares. Please insert in Part A on page 1 of this FAA the number of Shares already standing to the credit of the “Free Balance” of your Securities Account in respect of which the Offer is accepted. Subject to the provisions of paragraph 3 below, if the number of Shares inserted in Part A of this FAA exceeds the number of Shares standing to the credit of the “Free Balance” of your Securities Account as at 5.00 p.m. on the date of receipt of this FAA by CDP (the “Date of Receipt”) or, in the case where the Date of Receipt is on the Closing Date, as at 5.30 p.m. on the Closing Date (provided always that the date of receipt is on or before the Closing Date) or, if no such number of Shares is inserted in Part A, then you are deemed to have accepted the Offer in respect of all the Shares already standing to the credit of the “Free Balance” of your Securities Account as at 5.00 p.m. on the Date of Receipt or 5.30 p.m. on the Closing Date (if the FAA is received by CDP on the Closing Date).

3. Acceptance by Depositors whose Securities Accounts will be credited with Shares. If you have purchased Shares on the SGX-ST, a FAA in respect of such Shares bearing your name and Securities Account number will be sent to you by CDP, and if you wish to accept the Offer in respect of such Shares, you should, after the “Free Balance” of your securities account has been credited with such number of shares, complete, sign and return that FAA in accordance with the instructions contained herein. If you do not receive that FAA, you may obtain a copy, upon production of satisfactory evidence that you have purchased the Shares on the SGX-ST, from The Central Depository (Pte) Limited, 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588.Rejection. If you purchase Shares on the SGX-ST, your acceptance in respect of such Shares will be rejected if the “Free Balance” of your Securities Account is not credited with such Shares by 5.00 p.m. on the Date of Receipt or 5.30 p.m. on the Closing Date (if the FAA is received by CDP on the Closing Date). None of CDP, the Financial Adviser and the Offeror accepts any responsibility or liability for such a rejection, including the consequences of such a rejection.

4. Acceptance via SGX-SSH service (This section is applicable to Depository agents only)Depository Agents may accept Shares via the SGX-SSH service provided by CDP as listed in Schedule 3 of the Terms and Conditions for User Services for Depository Agents. CDP has been authorised by the Offeror to receive acceptances on its behalf. Such acceptances will be deemed irrevocable and subject to each of the terms and conditions contained in this FAA and the Offer Document as if the FAA had been completed and delivered to CDP.

5. Depositor Abroad. If a Depositor is away from home, for example, abroad or on holiday, this FAA should be sent by the quickest means (for example, express air mail) to the Depositor for execution, or if he has executed a Power of Attorney, this FAA may be signed by the Attorney but the signature must be accompanied by a statement reading “signed under the Power of Attorney which is still in force, no notice of revocation having been received”. In the latter case, the original Power of Attorney or a certified true copy thereof must first be lodged with CDP and should also be lodged with this FAA for noting. No other signatures are acceptable.

6. Deceased Holders(a) If the sole holder is deceased and if:

(i) the Grant of Probate or Letters of Administration have been registered and lodged with CDP, this FAA must be signed by all the personal representative(s) of the deceased and lodged with EXCEL FIRST INVESTMENTS LIMITED c/o The Central Depository (Pte) Limited, by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588 or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934; or

(ii) the Grant of Probate or Letters of Administration have not been registered and lodged with CDP, all the personal representative(s) of the deceased must go to CDP personally together to register and lodge the original Grant of Probate or Letters of Administration with CDP first, before submitting this FAA.

(b) If one of the joint holders is deceased and if:(i) it is a Joint alternate-signatory account, this FAA must be signed by ANY surviving joint holder(s).(ii) it is a Joint signatories account, this FAA must be signed by ALL surviving joint holder(s) and lodged with the EXCEL FIRST INVESTMENTS LIMITED,

c/o The Central Depository (Pte) Limited, by hand 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588, accompanied by the Death Certificate and all other relevant documentations, in respect of the deceased holder.

7. Conclusive Evidence. Lodgement of this FAA with EXCEL FIRST INVESTMENTS LIMITED, c/o The Central Depository (Pte) Limited, by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588 or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934 duly completed and signed, shall be conclusive evidence in favour of the Offeror, the Transferee and CDP of the right and title of the person signing it to deal with the same and with the Shares which it relates. Upon receipt of this FAA, CDP will transfer the Shares in respect of which you have accepted the Offer from the “Free Balance” of your Securities Account to a “Suspense Account”. Such Shares will be held in the “Suspense Account” until the consideration for such Shares has been despatched to you.

8. Governing Law and Third Party Rights. By completing and delivering this FAA, you agree that the agreement arising from the acceptance of the Offer by you shall be governed by, and construed in accordance with, the laws of Singapore and that you submit to the non-exclusive jurisdiction of the Singapore courts. Unless expressly provided otherwise in this FAA or the Offer Document, a person who is not a party to any contracts made pursuant to the Offer, the Offer Document and this FAA, has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable.

No acknowledgement will be given for submissions made. All communications, notices, documents and payments will be sent by ordinary post at the risk of the person(s) entitled thereto to the mailing address appearing in the records of CDP. Settlement of the consideration under the Offer will be subject to the receipt of confirmation satisfactory to the Offeror that the Shares to which this FAA relates are credited to the “Free Balance” of your Securities Account and such settlement cannot be made until all relevant documents have been properly completed and lodged with EXCEL FIRST INVESTMENTS LIMITED, c/o The Central Depository (Pte) Limited, by hand 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588 or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934.If you do not have any existing Securities Account in your own name at the time of acceptance of the Offer, your acceptance as contained in this FAA will be rejected.For reasons of confidentiality, CDP will not entertain telephone enquiries relating to the number of Shares in your Securities Account. You can verify the number of Shares in your Securities Account:– (a) through CDP Online if you have registered for CDP Internet Access Service or (b) through CDP Phone Service if you have a T-Pin.

THIS FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.THIS FAT RELATES TO THE OFFER DOCUMENT DATED 20 MARCH 2017 (“OFFER DOCUMENT”) ISSUED IN RELATION TO THE OFFER (AS DEFINED BELOW). UNLESS OTHERWISE DEFINED OR THE CONTEXT REQUIRES OTHERWISE, CAPITALISED TERMS USED IN THIS FAT BEAR THE SAME MEANING ASCRIBED IN THE OFFER DOCUMENT.IF YOU ARE A RESIDENT OF OR ARE LOCATED IN A JURISDICTION OUTSIDE OF SINGAPORE OR IF YOU ARE A CUSTODIAN OR TRUSTEE FOR OR NOMINEE OF SUCH A PERSON, YOU ARE ADVISED TO READ THE SECTION ENTITLED “OVERSEAS SHAREHOLDERS” IN THE OFFER DOCUMENT.VOLUNTARY UNCONDITIONAL CASH OFFER (“OFFER”) BY RELIGARE CAPITAL MARKETS CORPORATE FINANCE PTE. LIMITED (“FINANCIAL ADVISER”), FOR

AND ON BEHALF OF EXCEL FIRST INVESTMENTS LIMITED (“OFFEROR”), TO ACQUIRE ALL THE ISSUED AND PAID-UP ORDINARY SHARES (OTHER THAN THOSE ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY THE OFFEROR CONCERT GROUP) (“OFFER SHARES”) IN

THE CAPITAL OF KINGBOARD COPPER FOIL HOLDINGS LIMITED (“COMPANY”)

FOR OFFICIAL USE

Number of Offer Shares Tendered in Acceptance of Offer Consideration Total Consideration

S$0.40 in cash for each Offer Share

FORM OF ACCEPTANCE AND TRANSFER FOR OFFER SHARES

(THIS FAT NEED NOT BE SUBMITTED TO INTERTRUST SINGAPORE CORPORATE SERVICES PTE. LTD. IF YOU DO NOT WISH TO ACCEPT THE OFFER)

I/We, (Passport/NRIC/Company Registration Number)

(Full name(s) of Shareholder and joint Shareholder(s), if any)

of (Address)

Telephone No. (Office/Home): (Handphone):

do hereby transfer to the Offeror,

Offer Shares comprised in share certificate(s) no.(s) (insert number of Offer Shares and share certificate(s) no(s)). If no number is inserted, or if the number inserted exceeds the number of Offer Shares represented by the attached share certificate(s), then the acceptance will be deemed to be in respect of the total holding of the Shareholder(s) comprised in the share certificate(s) accompanying this FAT.

The consideration for acceptance of the Offer is the Offer Price, being S$0.40 in cash for each Offer Share, as stated in the Offer Document.My/Our acceptance of the Offer at the Offer Price is unconditional.Irrevocable Acceptance. My/Our execution of this FAT shall constitute my/our acceptance of the Offer made by the Financial Adviser, for and or behalf of the Offeror, upon the terms and conditions contained in the Offer Document and, subject to the terms and conditions of the Offer, my/our acceptance is irrevocable.Assistance. I/We irrevocably undertake to execute such other documents and to do such acts and things as may be required to give effect to such acceptance and the transfer of the above-mentioned Offer Shares to the Offeror, and in connection with this FAT, and to enable the Offeror to exercise all rights and receive all benefits accruing to or arising from the above-mentioned Offer Shares as specified in the Offer Document.Warranty. I/We unconditionally and irrevocably warrant that the Offer Shares in respect of which the Offer is accepted by me/us are, and when transferred to the Offeror, will be (a) fully paid, (b) free from all Encumbrances, and (c) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain all dividends, rights, distributions, returns of capital and any other entitlements (if any) which may be declared, paid or made thereon by the Company, on or after the Offer Announcement Date.Authorisation – Transfer. I/We irrevocably authorise any person nominated in writing by the Offeror to date this FAT and to complete the particulars of the Transferee (who may be the Offeror or any person nominated by the Offeror) on my/our behalf.Authorisation – Settlement. I/We irrevocably authorise and direct the Offeror or its agent to send the consideration payable to me/us or any other documents (including share certificates) which may be returned to me/us to the address stated above or, if none is stated, to me/us (or in the case of joint accepting Shareholders, to the one first named in the Register) at the relevant address set out in the Register, by ordinary post at my/our own risk.If you wish to accept the Offer, please sign below.FOR INDIVIDUAL SHAREHOLDER(S)

Signed, sealed and delivered by the above-named Shareholder in the presence of:–

Witness’ Signature: )

Name: )

NRIC/Passport No.: )

Address: )

Occupation: ) Signature of Shareholder/first-name joint Shareholder

Signed, sealed and delivered by the above-named joint Shareholder (if any) in the presence of:

Witness’ Signature: )

Name: )

NRIC/Passport No.: )

Address: )

Occupation: ) Signature of joint Shareholder (if any)

FOR CORPORATE SHAREHOLDER(S)

The Common Seal of the above-named Shareholder was hereunto affixed in the presence of:

Director Director/Secretary

Notes:–(a) A husband must not witness the signature of his wife and vice versa.(b) In the case of joint shareholdings, this FAT must be signed by all joint Shareholders.(c) In the case of a corporation, this FAT must be executed under its common seal, the seal being affixed and witnessed in accordance with its Memorandum and Articles of

Association, Constitution, Byelaws and/or other constitutive documents (as the case may be) and/or other regulations. If a corporation does not by the law of the country of its incorporation require a common seal to execute this FAT, this FAT may be executed in such other manner so as to be binding on the corporation under the laws of the country of its incorporation and acceptable to the Offeror. The Offeror will be entitled to call for such evidence of due execution or authority as it may think fit.

FOR OFFICIAL USE

The Transferee hereby accepts the transfer of the number of Offer Shares as specified or comprised in this FAT subject to the terms and conditions in the Offer Document. The Common Seal of the Transferee was hereunto affixed in the presence of:

Director Director/Secretary

INSTRUCTIONS

This FAT is for the use of Shareholders who wish to accept the Offer in respect of all or part of their total holding of Offer Shares represented by share certificate(s) which have not been deposited with The Central Depository (Pte) Limited (“CDP”). This FAT and the provisions herein constitute an integral part of the Offer Document. Further provisions relating to acceptances are set out in Appendix 2 to the Offer Document.

This FAT has been sent to you on the understanding that all your Offer Shares are registered in your name. If, however, your Offer Shares are held on your behalf by CDP and you wish to accept the Offer in respect of some or all of those Offer Shares, you should complete, sign and return at your own risk, the Form of Acceptance and Authorisation for Offer Shares (“FAA”) in accordance with the instructions printed thereon. A copy of the FAA may be obtained upon production of satisfactory evidence that you are a Shareholder from The Central Depository (Pte) Limited, 9 North Buona Vista Drive, #01-19/20, The Metropolis, Singapore 138588.

1. If you wish to accept the Offer, this FAT must be completed and signed strictly in the manner set out on page 1 of this FAT and in accordance with the provisions and instructions of the Offer Document and then forwarded with the relevant share certificate(s), other document(s) of title and/or any other relevant document(s) required by the Offeror, either by hand to Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896 or by post, in the enclosed pre-addressed envelope at your own risk to Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13 -00 Robinson 77, Singapore 068896, in either case so as to arrive NOT LATER THAN 5.30 P.M. ON THE CLOSING DATE. If your share certificate(s), other document(s) of title and/or any other relevant document(s) required by the Offeror is/are not readily available or is/are lost, this FAT should nevertheless be completed and returned by the aforesaid time and the share certificate(s), other document(s) of title and/or other relevant document(s) required by the Offeror forwarded to Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896, as soon as possible thereafter but in any event before 5.30 p.m. on the Closing Date. The consideration for the Offer Shares in the form of cheques will not be despatched until these documents or satisfactory indemnities and appropriate statutory declarations are received. Notwithstanding the aforesaid, the Offeror, the Financial Adviser and/or the Singapore Share Transfer Agent will be entitled to reject any acceptances of the Offer which do not comply with the provisions and instructions contained in the Offer Document and in this FAT or which are not accompanied by the relevant share certificate(s), other document(s) of title and/or any other relevant document(s) required by the Offeror, or which are otherwise incomplete, incorrect or invalid in any respect. It is your responsibility to ensure that this FAT is properly completed in all respects. Any decision to reject this FAT on the ground that it has been incompletely, incorrectly or invalidly signed, completed or submitted will be final and binding, and none of the Offeror, the Financial Adviser and the Singapore Share Transfer Agent accepts any responsibility or liability in relation to such a decision, including the consequences thereof.

2. If your Offer Shares are represented by share certificate(s) which are not registered with the Company in your own name, you must send in, at your own risk, the relevant share certificate(s), other document(s) of title and/or any other relevant document(s) required by the Offeror together with this FAT, accompanied by transfer form(s), duly completed and executed by the registered Shareholder(s) and stamped, with the particulars of the Transferee left blank (to be completed by the Offeror or a person authorised by it).

3. If you hold share certificate(s) in respect of the Offer Shares beneficially owned by you and you wish to accept the Offer, you should not deposit your share certificate(s) with CDP during the period commencing on the date of the Offer Document and ending on the Closing Date (both dates inclusive).

4. If you deposit the share certificate(s) in respect of the Offer Shares beneficially owned by you with CDP during this period, your Securities Account may not be credited with the relevant number of Offer Shares in time for you to accept the Offer.

5. Please do not date this FAT or insert the name of the Transferee. This will be done on your behalf by a person nominated by the Offeror.

6. If a Shareholder is away from home, for example, abroad or on holiday, this FAT should be sent by the quickest means (for example, express air mail) to the Shareholder for execution, or if he has executed a Power of Attorney, this FAT may be signed by the Attorney but the signature must be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. In the latter case, the original Power of Attorney or a certified true copy thereof should be lodged with this FAT for noting. No other signatures are acceptable.

7. If the sole Shareholder is deceased and if:–

(a) the Grant of Probate or Letters of Administration has been registered with the Singapore Share Transfer Agent, this FAT must be signed by all the personal representative(s) of the deceased and lodged with Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896; or

(b) the Grant of Probate or Letters of Administration has not been registered with the Singapore Share Transfer Agent, all the personal representative(s) of the deceased must go to personally together to register and lodge the original Grant of Probate or Letters of Administration. However, the original Grant of Probate or Letters of Administration must be lodged with Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896 before the personal representative(s) of the deceased can be registered as transferor(s).

8. If one of the joint Shareholders is deceased, this FAT must be signed by all the surviving joint Shareholder(s) and lodged with Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896, accompanied by the Death Certificate, Grant of Probate or Letters of Administration in respect of the deceased Shareholder.

9. If your name or other particulars are shown incorrectly on the share certificate(s) accompanying this FAT, please carry out the following steps:

(a) Incorrect name. Please complete this FAT with the correct name and lodge it accompanied by a statutory declaration or a letter from your bank or solicitor confirming that the person described on the share certificate(s) and the person who signed this FAT are one and the same;

(b) Incorrect address. Please write the correct address on this FAT; and

(c) Change of name. If you have changed your name, please lodge your Marriage Certificate or the Deed Poll with this FAT for noting.

10. Lodgement of this FAT with Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896, duly completed and signed, together with the relevant share certificate(s) and/or other document(s) of title and/or any other relevant document(s) required by the Offeror, shall be conclusive evidence in favour of the Offeror and the Singapore Share Transfer Agent of the right and title of the person signing it to deal with the same and with the Offer Shares to which it relates.

11. This FAT must be sent in its entirety by hand or by post (in the enclosed pre-addressed envelope at your own risk) to Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896 duly completed and signed in accordance with these instructions, together with the relevant share certificate(s) and/or other document(s) of title and/or any other relevant documents required by the Offeror, and no part may be detached or otherwise mutilated.

12. By completing and delivering this FAT, you agree that the agreement arising from the acceptance of the Offer by you shall be governed by, and construed in accordance with, the laws of Singapore and that you submit to the exclusive jurisdiction of the Singapore courts. Unless expressly provided to the contrary in this FAT or the Offer Document, a person who is not a party to any contracts made pursuant to the Offer, this FAT and the Offer Document has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not a ssignable or transferable.

13. No acknowledgement of the receipt of this FAT, share certificate(s), other document(s) of title, transfer forms and/or other relevant document(s) required by the Offeror will be given by the Offeror or the Singapore Share Transfer Agent and all communications, notices, certificates, documents and remittances to be delivered will be sent by ordinary post, at the risk of the person(s) entitled thereto. Settlement of the consideration under the Offer cannot be made until all relevant documents have been properly completed and lodged with Excel First Investments Limited c/o Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.

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