K& : Proposed Granting of General Mandates to Buy Back Shares and to Issue New Shares and Proposed Re-election of the Retiring Directors and Notice of Annual General Meeting

13034-K&P Cir E.indb If you are in doubt as to any aspect of this circular or as to action to be taken, you should consult your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in K & P International Holdings Limited (the "Company"), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

K & P International Holdings Limited

堅寶國際控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 675) PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Ming Room, 4/F., Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 31 May 2016 at 10:00 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.kpihl.com).

Whether or not you are able to attend the Annual General Meeting in person, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish.

* For identification purposes only

28 April 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Proposed Granting of the Share Buy-back and Issuance Mandates . . . . . . . . . . . . . 4

2. Proposed Re-election of the Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3. Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7. General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Appendix I - Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . . . . . 7 Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . 10 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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

"Annual General Meeting" the annual general meeting of the Company to be held at Ming

Room, 4/F., Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 31 May 2016 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 17 of this circular, or any adjournment thereof;

"Board" the board of directors of the Company;

"Company" K & P International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange;

"Current Bye-laws" the bye-laws of the Company currently in force with any

amendments thereto from time to time;

"Director(s)" the director(s) of the Company;

"Group" the Company and its subsidiaries from time to time;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;

"Latest Practicable Date" 20 April 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in this circular;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time);

"SFO" Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

"Share(s)" ordinary share(s) of HK$0.10 each in the issued share capital of the Company or, if there has been any subsequent sub-division, reduction, consolidation, reclassification or reconstruction of the share capital of the Company, the shares in the ordinary share capital of the Company resulting from such any sub-division, reduction, consolidation, reclassification or reconstruction from time to time;

"Share Buy-back Mandate" a general mandate proposed to be granted to the Directors to buy

back Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 13 to 17 of this circular;

"Share Issuance Mandate" a general mandate proposed to be granted to the Directors to allot,

issue or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 13 to 17 of this circular;

"Shareholder(s)" holder(s) of Share(s);

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"Subsidiary" a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere;

"Takeovers Code" The Code on Takeovers and Mergers approved by the Securities

and Futures Commission as amended from time to time.