Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

KINGBOARD CHEMICAL HOLDINGS LIMITED KINGBOARD LAMINATES HOLDINGS LIMITED 建滔化工集團有限公司 建滔積層板控股有限公司

(Incorporated in the Cayman Islands

with limited liability)

(Incorporated in the Cayman Islands

with limited liability)

(Stock Code: 148) (Stock Code: 1888) JOINT ANNOUNCEMENT IN RELATION TO KINGBOARD COPPER FOIL HOLDINGS LIMITED

This announcement is made by Kingboard Chemical Holdings Limited ("Kingboard Chemical") and Kingboard Laminates Holdings Limited ("Kingboard Laminates") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is being released for information purpose.

Kingboard Copper Foil Holdings Limited ("KBCF"), a company incorporated in Bermuda with limited liability and the shares of which are listed on the Singapore Exchange Securities Trading Limited, is an indirect 65.95%-owned subsidiary of Kingboard Laminates. In turn, Kingboard Laminates is a 72.59%-owned subsidiary of Kingboard Chemical. Both Kingboard Chemical and Kingboard Laminates are companies listed on the Main Board of The Stock Exchange of Hong Kong Limited.

The following is a reproduction of an announcement published on the website of www.sgx.com of Singapore Exchange Securities Trading Limited under KBCF on 3 March 2017.

"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

OFFER ANNOUNCEMENT
  1. INTRODUCTION

    Religare Capital Markets Corporate Finance Pte. Limited ("Religare") announces, for and on behalf of Excel First Investments Limited 卓先投資有限公司 ("Offeror"), that the Offeror intends to make a voluntary unconditional cash offer ("Offer") 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 ("Concert Parties" and such Shares, "Offer Shares"), with a view to delist the Company from the Main Board of Singapore Exchange Securities Trading Limited ("SGX-ST").

  2. OFFER
  3. General

    The Offer will be made on the terms and conditions set out in this Announcement and the offer document to be issued by Religare for and on behalf of the Offeror ("Offer Document"), and in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore and the Singapore Code on Take-overs and Mergers.

  4. Offer Price

    The Offer will be made at:

    S$0.40 in cash for each Offer Share ("Offer Price").
  5. Offer Shares

    The Offer will be extended to all the Offer Shares. The Offer does not extend to the Shares owned, controlled or agreed to be acquired by the Offeror or its Concert Parties, including the Shares held directly and indirectly by the Offeror and its Concert Parties as at the date hereof ("Announcement Date") as set out in Schedule 1.

  6. Rights and Encumbrances

    The Offer Shares will be acquired:

  7. fully paid;

  8. free from all claims, charges, liens, mortgages, encumbrances, hypothecations, retention of title, power of sale, equity, options, rights of pre- emption, rights of first refusal or other third party rights or interests of any nature whatsoever; and

  9. together with all rights, benefits and entitlements attached thereto as at the Announcement Date and hereafter attaching thereto, including the right to receive and retain all dividends, rights, other distributions and return of capital ("Distribution") (if any) which may be announced, declared, paid or made by the Company on or after the Announcement Date.

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

  10. Offer Unconditional

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

  11. Offer Document.

    Further information on the Offer shall be set out in the Offer Document to be issued by Religare for and on behalf of the Offeror.

  12. INFORMATION ON THE OFFEROR

    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 Announcement Date, the Offeror has issued only 1 share with a par value of US$1.00 per share. As at the Announcement 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 Holdings Limited ("Kingboard Laminates"), which is listed on Stock Exchange of Hong Kong Limited. As at the Announcement 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, Kaize.

    Kingboard Laminates is, in turn, a 72.59% subsidiary of Kingboard Chemical Holdings Limited ("Kingboard Chemical"), and also listed on 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 Announcement 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.

    As at the Announcement Date, the direct and indirect shareholdings of the Offeror and its Concert Parties in the Company are set out in Schedule 1.

  13. INFORMATION ON THE COMPANY
  14. Based on publicly available information, the Company was incorporated in Bermuda on 10 September 1999 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 Announcement Date, the directors of the Company are Mr. Lam Ka Po, Mr. Cheung Kwok Ping, Mr. Ho Yin Sang, Mr. Ong Tiong Wee and Mr. Chim Hou Yan.

KB - Kingboard Laminates Holdings Limited published this content on 06 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 March 2017 00:23:17 UTC.

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