CIRCULAR DATED 6 APRIL 2011 · LETTER TO SHAREHOLDERS ... Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted

CIRCULAR DATED 6 APRIL 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt as to the action that you should take, you should consult your stockbroker, bank manager, accountant, solicitor or other professional adviser immediately.

If you have sold or transferred all of your shares in the capital of Kingboard Copper Foil Holdings Limited, you should immediately forward this Circular together with the Notice of Special General Meeting and the accompanying Proxy Form 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 Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.

KBKINGBOARD COPPER FOIL HOLDINGS LIMITED

(Incorporated in Bermuda)(Company Registration No. 26998)

CIRCULAR TO SHAREHOLDERSin relation to the

PROPOSAL BY CITIBANK NOMINEES SINGAPORE PTE LTD ON BEHALF OF POPE ASSET MANAGEMENT LLC TO

APPOINT AN INDEPENDENT AUDITOR

IMPORTANT DATES AND TIMES:

Last Date and Time for Lodgement of Proxy Form : 19 April 2011 at 9.30 a.m.

Date and Time of Special General Meeting : 21 April 2011 at 9.30 a.m.

Place of Special General Meeting : Sofitel Qingyuan Riverside 8 Beijiang Yi Road Qingyuan City Guangdong Province 511518 Qingyuan China

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CONTENTS

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

LETTER TO SHAREHOLDERS ................................................................................................... 7

1. Introduction ........................................................................................................................ 7

2. The Requisition Letter ........................................................................................................ 8

3. IPT Mandate .................................................................................................................... 17

4. Statement by the Audit Committee ................................................................................... 18

5. Pope’s Application for Pre-Action Discovery .................................................................... 19

6. Independent Auditors’ Report ........................................................................................... 19

7. Recommendation of the Independent Directors ............................................................... 19

8. Shareholding Interests of Directors and Substantial Shareholders .................................. 20

9. Special General Meeting .................................................................................................. 22

10. Consent of KPMG ............................................................................................................ 22

11. Action to be taken by Shareholders ................................................................................. 22

12. Documents for Inspection ................................................................................................ 23

13. Directors’ Responsibility Statement .................................................................................. 23

APPENDIX 1 - Letter from Citibank Nominees Singapore Pte Ltd to Kingboard Copper Foil Holdings Limited .......................................................24

APPENDIX 2 - Sales to Third Party Customers and to the Kingboard Group by the Company from 1999 to 2010 ............................................................... 28

APPENDIX 3 - London Metal Exchange Graphs .................................................................... 29

NOTICE OF SPECIAL GENERAL MEETING ............................................................................... 31

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DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

“Announcements” : Has the meaning ascribed to it in paragraph 1.2 of this Circular

“Audit Committee” : The audit committee of the Company, comprising Messrs Ong Tiong Wee, Ho Yin Sang and Chim Hou Yan

“Bermuda Companies Act” : Bermuda Companies Act 1981

“Bye-laws” : The bye-laws of the Company, as supplemented or amended or substituted from time to time

“CDP” : The Central Depository (Pte) Limited

“Circular” : This circular to the Shareholders dated 6 April 2011 in relation to the Proposal

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

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

“Company” or “KBCF” : Kingboard Copper Foil Holdings Limited

“Copper Foil IPT” : Has the meaning ascribed to it in paragraph 3.1 of this Circular

“Co-Tech” : Co-Tech Copper Foil Corporation

“Depositor Proxy Form” : Has the meaning ascribed to it in paragraph 11.2 of this Circular

“Directors” : The directors of the Company as at the Latest Practicable Date

“EFIL” : Excel First Investments Ltd

“Fukuda” : Fukuda Metal Foil & POWDER Co., LTD

“FY” : Financial year

“Glass-Epoxy Laminates” : A laminate composed of one or more layers of glass fabric (i.e. prepreg composed of glass fabric) that is commonly bonded to one layer or bonded to and sandwiched between two layers of copper foil

“HKD” or “HK$” : Hong Kong dollars

“HML” : Hallgain Management Limited

“IFA” : Independent Financial Adviser

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“Iljin Materials” : Iljin Materials Co., Ltd

“Independent Directors” : The independent non-executive Directors of the Company, namely Messrs Ong Tiong Wee and Chim Hou Yan

“Interested Person Transaction” : An interested person transaction as defined in Chapter 9 of the Listing Manual

“IPT Appendix” : The appendix dated 7 April 2010 to the Company’s annual report for the year ended 31 December 2009 relating to the proposed renewal of the shareholders’ mandate for Interested Person Transactions of the KBCF Group

“IPT Mandate” : The shareholders’ mandate for Interested Person Transactions of the KBCF Group

“2007 IPT Mandate” : Has the meaning ascribed to it in paragraph 3.1 of this Circular

“Jamplan” : Jamplan (BVI) Limited

“KBCF Group” : The Company, its subsidiaries and associated companies

“KBL Competitors” : Has the meaning ascribed to it in paragraph 2.1.3(i)(b) of this Circular

“Kingboard Chemical” : Kingboard Chemical Holdings Limited

“Kingboard Group” : Kingboard Chemical, its subsidiaries and associated companies (excluding the KBCF Group)

“Kingboard Laminates” or “KBL” : Kingboard Laminates Holdings Limited

“KPMG” : KPMG Corporate Finance Pte Ltd

“KPMG Letter” : Has the meaning ascribed to it in paragraph 2.1.3(ii)(a) of this Circular

“Latest Practicable Date” : The latest practicable date prior to the printing of this Circular, being 29 March 2011

“Listing Manual” : The listing manual of the SGX-ST, as amended up to the Latest Practicable Date

“LME” : London Metal Exchange

“Member Proxy Form” : Has the meaning ascribed to it in paragraph 11.1 of this Circular

“Member(s)” or “Shareholders” : Persons who are registered as holders of Shares in the Register of Members of the Company

DEFINITIONS

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“Minority Shareholders” : Members, or if the Member is CDP, Depositors who have Shares entered against their names in the Depository Register, who have a minority shareholding in the Company

“Mitsui” : Mitsui Mining & Smelting Co., Ltd (Mitsui Kinzoku)

“Nan Ya Plastics” : Nan Ya Plastics Corporation

“Nominee” : Citibank Nominees Singapore Pte Ltd

“Ordinary Resolution” : The ordinary resolution relating to the Proposal to be proposed at the SGM

“PAM LLC” : Pope Asset Management, LLC

“Paper Laminates” : A laminate composed of one or more layers of bleached kraft paper (i.e. prepreg composed of paper) that is commonly bonded to one layer or bonded to and sandwiched between two layers of copper foil

“per cent.” or “%” : Per centum or percentage

“Pope” : PAM LLC and Pope Investments II LLC, collectively

“Pope Appeal” : Has the meaning ascribed to it in paragraph 5 of this Circular

“Pope Initial Application” : Has the meaning ascribed to it in paragraph 5 of this Circular

“Pope Letter” : The letter dated 23 December 2010 from Pope to the Company requesting the Company to call for a SGM

“PRC” : People’s Republic of China

“Proposal” : Has the meaning ascribed to it in paragraph 1.1 of this Circular

“Prospectus” : The Company’s 1999 prospectus issued in connection with the Company’s initial public offering

“Requisition Letter” : The letter dated 16 February 2011 from the Nominee to the Company, enclosing the Pope Letter

“Scheme of Arrangement” : Has the meaning ascribed to it in paragraph 2.1.3(ii)(a) of this Circular

“SGM” : The special general meeting of the Company to be held on 21 April 2011 (and any adjournment thereof)

“SGX-ST” : Singapore Exchange Securities Trading Limited

DEFINITIONS

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“Shares” : Ordinary shares in the capital of the Company

“Substantial Shareholder” : A person who has an interest in not less than five per cent. of the total number of issued Shares

“Supplies Agreement” : The supplies agreement between the Company and Kingboard Chemical dated 29 November 1999, as supplemented by the supplemental agreement dated 5 November 2006, the second supplemental agreement dated 13 December 2008 and the third supplemental agreement dated 3 January 2011 for the supply of copper foil from the Company to Kingboard Chemical and its subsidiaries (other than the KBCF Group)

“US$” or “cents” : United States of America dollars and cents respectively, unless otherwise stated

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act.

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 and vice versa. References to persons, where applicable, shall include corporations.

Any reference in this Circular 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 or the Bermuda Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act or the Bermuda Companies Act or any statutory modification thereof, as the case may be.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

In this Circular, all references to percentage shareholding of Shares are based on 722,500,000 Shares in issue as at the Latest Practicable Date.

Any reference to a time of day and date in this Circular is made by reference to Singapore time and date unless otherwise stated.

Any discrepancies in the figures included in this Circular between the amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in the Circular may not be an arithmetic aggregation of the figures which precede them.

DEFINITIONS

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KINGBOARD COPPER FOIL HOLDINGS LIMITED(Incorporated in Bermuda)

(Company Registration No. 26998)

LETTER TO SHAREHOLDERS

Board of Directors: Registered Office:

Mr Cheung Kwok Wing (Chairman) Clarendon HouseMr Cheung Kwok Ping (Executive Director) 2 Church StreetMr Lam Ka Po (Executive Director) Hamilton HM 11Mr Ho Yin Sang (Non-Executive Director) BermudaMr Ong Tiong Wee (Independent Non-Executive Director)Mr Chim Hou Yan (Independent Non-Executive Director) 6 April 2011

To: The Shareholders of Kingboard Copper Foil Holdings Limited

Dear Sir/Madam

1. INTRODUCTION

1.1 Background. On 21 February 2011, the Company received the Requisition Letter from the Nominee, enclosing the Pope Letter requesting, inter alia, that a SGM be called in Bermuda for the purpose of considering and voting on the following as extracted from the Pope Letter:

“1) The Company appoint an independent auditor to audit and review historical internal transfer pricing between KBCF and its largest customer and provide a report of findings; and

2) A detailed analysis and report by an independent auditor as to whether KBCF has fulfilled the commitments made in its prospectus and abided by all regulations”,

(collectively, the “Proposal”).

According to the Requisition Letter, the Nominee is writing at the request and instruction of PAM LLC (for whom the Nominee acts as custodian/nominee) and in its capacity as a Member holding not less than one-tenth of the paid-up share capital of the Company to requisition a SGM for the purpose of considering and voting on the Proposal. As at the Latest Practicable Date, the Nominee holds 75,412,528 Shares, representing approximately 10.44 per cent. of the total issued share capital of the Company.

1.2 Announcements. On 28 February 2011, the Company announced the receipt of the Requisition Letter from the Nominee and on 11 March 2011, the Company announced its intention to convene a SGM for the purpose of considering and voting on the Proposal (together, the “Announcements”).

A copy of the Requisition Letter is set out in Appendix 1 to this Circular and copies of the Announcements are available on the website of the SGX-ST at www.sgx.com.

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1.3 SGM. In compliance with Section 74 of the Bermuda Companies Act and Bye-law 57 of the Bye-laws, the Directors are convening the SGM to be held on 21 April 2011 to put the Proposal before the Shareholders for their consideration and vote, notice of which is set out in this Circular. The SGM will be held at Sofitel Qingyuan Riverside, 8 Beijiang Yi Road, Qingyuan City, Guangdong Province, 511518 Qingyuan, China and the Directors have been advised that they are entitled under the Bye-laws of the Company to hold the SGM at a location of their choice. The Proposal is subject to the approval of the Shareholders by way of an Ordinary Resolution.

1.4 Circular. The purpose of this Circular is to provide Shareholders with information relating to the Ordinary Resolution to be tabled at the SGM.

2. THE REQUISITION LETTER

2.1 Basis for the Requisition and the Response of the Company. Various statements are made in the Pope Letter, which was enclosed with the Requisition Letter, as the reasons for which Pope is making the Proposal. Extracts of such statements are set out below, together with the corresponding response of the Company.

2.1.1 Statement in the Pope Letter

“KBCF is highly dependent on one customer for its copper foil sales. Its largest customer is its parent and related companies (the “Kingboard Group”) accounting for approximately 80-90% of KBCF’s revenues each year...”

“When the Company had its IPO in 1999, the prospectus stated that it had historically provided preferential pricing to related companies and that its intention was to diversify the Company’s customer’s base away from its largest customer (the Kingboard Group) while simultaneously pricing product at prices that would be sold to third parties. Specifically, in its prospectus the Company gave assurances that:

1) The price at which any copper foil was to be sold to the Kingboard Group after the listing of KBCF would not be lower than that at which the Company could have sold to other customers; and

2) The gross profit margin achieved from sales to the Kingboard Group after the listing of KBCF would not be lower than that currently achieved by the Company until it could meaningfully diversify its sales to parties other than the Kingboard Group. (The Company will be deemed to have meaningfully diversified its sales to third parties when it sells not less than 30% of its output to customers outside the Kingboard Group).

The Company also stated in the prospectus that if for some reason the profit margins for the Kingboard Group materially declined and if market conditions for copper foil deteriorated enough to call for a review of the supplies agreement, then the terms supporting the proposed gross profit margins could be amended accordingly. If this occurred, the Company would be obligated to notify and provided information via its corporate filings. Pope is not aware of any notifications of this sort.”

Response of the Company

(i) The Company sells copper foil to all its customers, including the Kingboard Group, at the prevailing market price for the relevant point in time.

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(ii) In addition to the statement above in the Pope Letter which was given as an assurance by the Company, the Prospectus goes on to state that the Company will “generally (have) regards to the quantity, quality and special specifications of the products ordered, the creditworthiness of the customers and other special circumstances” in determining the sale prices of the copper foil.

With respect to the special circumstances which the Company takes into account when determining the sale price of the copper foil, such special circumstances include but are not limited to the following:

(a) Timing of delivery: Whether customers of the Company require delivery of their goods in time sensitive situations;

(b) After-sales services: The demand of customers of the Company for after-sales services;

(c) Length of credit term: Whether customers of the Company require a long credit period;

(d) Collection problems: Whether customers of the Company are able and willing to repay debt on time; and

(e) Cost of promotion: Whether the Company requires a hired team of sales persons to follow-up with customers of the Company.

(iii) Diversification of Customer Base

With respect to the diversification of the Company’s customer base, the Company has successfully increased its sales to third party customers (i.e. customers who are not within the Kingboard Group) from approximately 6.13 per cent. in FY2000, being the first completed financial year after the Company was listed on the Main Board of the SGX-ST in 1999, to approximately 11.11 per cent. in FY2010.

In monetary terms, the revenue attributable to sales to third party customers has increased from approximately HKD24.2 million in FY2000 to approximately HKD474.7 million in FY2010. This represents almost a twenty-fold increase in sales to third party customers since the Company was listed.

A table computing the amount and percentage of sales to third party customers and to the Kingboard Group is set out in Appendix 2 to this Circular.

However, the Company has not been able to meaningfully diversify1 its sales to customers outside the Kingboard Group as most of the products of the Company are for the production of laminates and the Kingboard Group is the largest laminate manufacturer in the world (as detailed in the response of the Company under paragraph 2.1.3(i)). Further, as the Kingboard Group is the parent group of the Company, the Company is viewed as a competitor to the potential customers of the Company (namely other laminate manufacturers) who are thus not willing to purchase copper foil from the Company.

1 As disclosed in the Prospectus, the Company will be deemed to have meaningfully diversified its sales to third parties when it sells not less than 30 per cent. of its output to customers outside the Kingboard Group.

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(iv) Gross Profit Margin Levels Since the Listing of the Company

(a) Increase in Copper Prices

One of the primary reasons for the fluctuations in the Company’s gross profit margin is the substantial increase in the cost price of copper cathode which is the main raw material for the production of copper foil.

Copper price movement at the LME from January 1999 to December 2010 can be viewed from the two graphs set out in Appendix 3 to this Circular. From 2005, there was a spike in the price of copper from approximately US$5000 per tonne to approximately US$8000 per tonne. The price of copper continued to remain at high levels from approximately US$5500 to approximately US$8000 per tonne from the period 2006 to 2008.

(b) Disclosure in the Annual Reports of the Company

In all of the annual reports of the Company which have been issued since the Shares were first listed and quoted on the SGX-ST, the Chairman’s statements contained in each of such reports have clearly explained the business performance including the pre-tax profit margin of the KBCF Group for the relevant financial year and the reason(s) for such changes. In this regard, the Company wishes to highlight that the pre-tax profit margins of the KBCF Group in the financial year ended 31 March 2002, the nine-month period ending 31 December 2002, and the financial years ended 31 December 2003 and 31 December 2008 respectively, were adversely affected by the following:

(I) Extract of Chairman’s Statement from the Company’s 2002 Annual Report for the financial year ended 31 March 2002:

“With the global economic slowdown set in early year 2001 exacerbated further by the tragic event on 11 September in the US, the copper foil market was soft throughout the financial year under review. As a result most principal copper foil producers were reported to have their plants run substantially below capacity. This led to keen competition and subsequently selling prices of copper foil fell sharply in the region of 35 – 45% over the year 2001.” (II) Extract of Chairman’s Statement from the Company’s financial

results for the nine-month period ending 31 December 2002:

“The electronics industry in year 2002 was still impacted by the global economic slowdown starting from year 2001. Demand for electronics products remained stagnant. Despite these adverse market conditions, our volume sales were up by approximately 30% compared to the same period in the previous year. This could not have been achieved without the support of our key customer, the parent company which consistently maintained its growth in the volume sales of laminates. However, as selling prices of copper foil were 30 – 40% lower than a year ago, turnover for the nine months period decreased by approximately 2% from the previous year’s corresponding period to HK$379.5 million.

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…

Pre-tax profit margins contracted to 11.4% (year ended March 2002: 20.7%). Reduction in the selling prices of copper foil as mentioned earlier has exerted substantial pressure on the Group’s profit margin.”

(III) Extract of Chairman’s Statement from the Company’s 2003 Annual Report for the financial year ended 31 December 2003:

“The operating environment of electronics industry remained challenging to the Group. In the first half of the financial year, because of the Iraq war followed by the sudden outbreak of SARS, the electronics industry failed to demonstrate any concrete signs of recovery. Competition was keen and visibility of order book remained limited. However, our volume sales still managed to increase by 30% over the corresponding six-month period of the preceding year in spite of these unfavorable market conditions.”

(IV) Extract of Chairman’s Statement from the Company’s 2008 Annual Report for the financial year ended 31 December 2008:

“The electronic industry in the last quarter of 2008 was very much affected by the global economic activities snowballed from the credit crunch faced by the banking systems in US and Europe. The contagion of this financial crisis has affected all countries and significantly slowdown the world electronics industry. In anticipation of weak consumer sentiment and overall decreased business activity, manufacturers in electronic supply chain reacted by scaling back production and cutting down excessive inventories aggressively in the last quarter of 2008.

During the period under review, raw material prices including copper remained volatile and fell by more than 50% in the last quarter of 2008 against its peak value around July 2008. With a sharp drop in market demand, our sales volume and average selling price in the fourth quarter was significantly lower than previous year. In addition, the relatively low utilization rate of our plants also imposed significant pressure on the profit margin.”

(v) Kingboard Group is not Obliged to Purchase

The Company wishes to highlight that under the terms of the Supplies Agreement, the Kingboard Group is not obliged to purchase any KBCF product at a unit price which is less favourable to the Kingboard Group than that at which the Kingboard Group or the relevant Kingboard Group company could have at the relevant point of time bought from its third party suppliers generally having regard to the quantity, quality, special specifications of the products ordered, creditworthiness of such suppliers and special circumstances if any.

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“When the Company’s financial results are compared to similar companies, KBCF’s margins are comparably lower as well.”


It is not clear from the Pope Letter the basis on which Pope made the statement that “KBCF’s margins are comparably lower” than similar companies.

(i) Comparison with Competitors

As disclosed in the Prospectus, the KBCF Group “believes that its products compete directly with those produced by enterprises in China (which include FIEs and state-owned enterprises). The KBCF Group also competes with overseas suppliers of copper foil from Japan (Fukuda and Mitsui group of companies), Korea (Iljin Copper Foil Co., Ltd) and Luxembourg (Circuit Foil Luxembourg)”.

The Company is unable to compare its financial performance against those of its foregoing competitors for the reasons below.

(a) Iljin Copper Foil Co., Ltd and Circuit Foil Luxembourg

The financial information of Iljin Copper Foil Co., Ltd does not appear to be publicly available on the internet. Based on a general search on the internet by the Company, Iljin Copper Foil Co., Ltd appears to be part of a conglomerate, Iljin Materials2. According to the corporate website of Iljin Materials, it has various business divisions, namely the Elecfoil Business Division, LED Business Division, Energy Business Division, Construction Business Division and the Resource Development Business Division. The copper foil business of Iljin Materials appears to be part of the Elecfoil Business Division. The corporate website of Iljin Materials does not contain any financial information relating to its business.

The corporate website of Circuit Foil Luxembourg3 does not contain any financial information relating to its copper foil business.

(b) Fukuda and Mitsui group of companies

The financial information of Fukuda and the Mitsui group of companies is available on the internet. However, the Company is unable to ascertain the financial performance of these companies which is attributable to their copper foil businesses.

2 Information relating to Iljin Materials is available at the following website: http://www.iljinm.co.kr/eng/index.asp3 Information relating to Circuit Foil Luxembourg is available at the following website: http://www.circuitfoil.com/

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Based on the corporate website of Fukuda3, the copper foil business is one of various businesses operated by Fukuda, which consist of the metal powder business, the metal foil business, the copper foil business and the new products business. The financial information which is made available by Fukuda on its website does not give an individual breakdown of the financial performance of the various businesses of Fukuda.

Based on the corporate website of Mitsui4, Mitsui is a listed company and it has various business divisions, consisting of the Mining & Fundamental Materials Group, Intermediate Materials Group, Parts Manufacturing & Assembly Group, Environmental Engineering & Metals Recycling Group, Engineering Group and Services & Other Group. In this regard, it appears that the copper foil business is grouped within the Intermediate Materials Group. The financial information which is made available by Mitsui on its website does not give an individual breakdown of the financial performance of the various businesses of Mitsui.

(ii) Comparison with Co-Tech

The Company was, however, able to obtain the relevant financial information of one of its competitors in the copper foil business, namely Co-Tech. The comparison of the financial performance of the Company relative to Co-Tech is set out below.

Co-Tech is a company incorporated in Taiwan and its shares are listed on the Taiwan stock exchange. It is principally engaged in the manufacture and distribution of copper foil, which is substantially similar to the business of the Company. However, the scale of operations of Co-Tech is smaller than the scale of operations of the Company and its business operations are mainly located in Taiwan.

Co-Tech showed a net loss in the years 2003, 2004, 2005 and 2008. In comparison, the Company has been consistently profitable during the period 2003 to 2008. From the years 2003 to 2006, the gross profit margin of the Company was also consistently higher than that of Co-Tech, thus consistently outperforming Co-Tech.

(iii) Other Factors Affecting the Margins of Companies

The pre-tax profit margins of companies involved in the manufacture and distribution of copper foil will be affected by many factors which are specific to each company. For example, the product mix can have an impact on the pre-tax profit margins of such companies. Certain competitors of the Company do not sell copper foil alone but also deal in other copper products such as copper cathode, which is the raw material used in the manufacture of copper foil. As such, it would not be meaningful to compare the pre-tax profit margins of such companies with the pre-tax profit margins of the Company.

4 Information relating to Fukuda is available at the following website: http://www.fukuda-kyoto.co.jp/00index-e/index.html

5 Information relating to Mitsui is available at the following website: http://www.mitsui-kinzoku.co.jp/en/gaiyo/g_message.html

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There are other factors that can lead to differences in profit margins even between companies in the same industry, such as management of the relevant company, cost structures, management efficiency, economies of scale, marketing emphasis, group dynamics and the direction of the relevant company.


“Additionally, despite the Company’s claims that copper prices are to blame for lower margins, over this time frame the Company’s gross profit margins declined in both rising and falling copper price environment. Moreover, KBL’s gross profit margins actually stated quite high relative to its peer group by almost twice the amount in some years. This suggests that the Company did not fulfil its assurances of maintaining gross profit margins and that there are implications that KBCF is providing preferential transfer pricing to the Kingboard Group at the expense of the Company. This has resulted in lower profitability for the Company than what would have been earned had the Company abided by its assurances in the prospectus. These actions may constitute various breaches of the Securities and Futures Act in Singapore.”


It is not accurate to compare the gross profit margins of Kingboard Laminates with those in its peer group for the reasons set out below.

(i) Kingboard Laminates and its Competitors

(a) Differences in Market Position

Kingboard Laminates is the established leader in the global market for the supply of laminates and benefits from economies of scale in its business operations. None of the competitors of Kingboard Laminates, or any other laminates supplier in the world, achieved the same level of market share as Kingboard Laminates had achieved for the years 2006 to 2009.

For example, the sales of laminates by Kingboard Laminates accounted for 11.5 per cent.5, 11.8 per cent.6, 14 per cent.7 and 14.6 per cent.8 of the global market for laminates sales in the years 2006, 2007, 2008 and 2009 respectively9. Nan Ya Plastics, which is the closest competitor of Kingboard Laminates, accounted for 12.3 per cent. of the global market for laminate sales in 200910.

6 Based on the JMS Commission Laminate Industry Report for 2007. 7 Based on the JMS Commission Laminate Industry Report for 2008.8 Based on the Prismark Discovery Series “Printed Circuit Industry Dynamics Retrospective and Outlook” dated June

2009.9 Based on the Prismark Printed Circuit Report dated November 2010 produced by Prismark Partners LLC.10 As at the Latest Practicable Date, the corresponding information for 2010 is not available.11 Based on the Prismark Printed Circuit Report dated November 2010 produced by Prismark Partners LLC.

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(b) Differences in Products Sold11

Certain of the competitors of Kingboard Laminates, namely Meadville Holdings Ltd, Taiflex Scientific Co., Ltd, Nam Hing Holdings Ltd, ITEQ Corp, Hwa Woei Laminate Corp, Aurona Industries Inc, Elite Material Co Ltd, Taiwan Union Technology Corp and Uniplus Electronics Co Ltd (collectively, the “KBL Competitors”) produce and sell only Glass-Epoxy Laminates and laminate products manufactured from Glass-Epoxy Laminates. Kingboard Laminates produces and sells both Glass-Epoxy Laminates and Paper Laminates. Thus, Kingboard Laminates is better placed to deal with the effects of an economic downturn, as compared to the KBL Competitors which only sell Glass-Epoxy Laminates.

In addition, the market demand for Paper Laminates is comparatively more stable relative to the market demand for Glass-Epoxy Laminates, particularly in an economic downturn.

(c) Cost Savings12

Unlike the KBL Competitors, all of the manufacturing plants of Kingboard Laminates are located within the PRC. Thus, Kingboard Laminates benefits from cost savings due to the lower costs in conducting operations in the PRC (for example, wages in the PRC are lower than wages in Taiwan). These cost savings are what most of its industry peers, which operate factories in Taiwan or in other countries, do not enjoy.

(d) Other Factors Not Taken into Account13

There are factors, in addition to those mentioned under paragraph 2.1.2(iii), unique to each individual company that can account for differences in gross profit margins, such as, for example, overheads, staffing levels, prevailing market conditions and the management approach of the relevant company.

(ii) KPMG Letter

(a) On 4 May 2009, the Company and Kingboard Laminates jointly announced that Kingboard Laminates and the Company had entered into an implementation agreement to effect the privatisation of the Company by Kingboard Laminates by way of a scheme of arrangement pursuant to Section 99 of the Bermuda Companies Act and in accordance with the Code (the “Scheme of Arrangement”). In a letter to the Independent Directors dated 3 July 2009 enclosed in the scheme document (the “KPMG Letter”) which is required to be obtained under the Code, KPMG compared the valuation of Kingboard Laminates with the valuation of publicly-traded companies engaged in the manufacture of laminates within the Asia Pacific region, including the KBL Competitors.

12 Base on the 1st Affidavit of Mr Cheung Kwok Wa, the Chairman of Kingboard Laminates, issued in connection with the Pope Initial Application.

13 See footnote 12 above.14 See footnote 12 above.

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(b) Based on the KPMG Letter, the following was stated15:

“8.2.3 Valuation multiples of Kingboard Laminates against publicly-traded broadly comparable companies

In our analysis of comparing the valuation multiples of Kingboard Laminates on the basis of the Issue Price and LDP VWAP with valuation multiples of publicly-traded broadly comparable companies, we have looked at companies which are engaged in the manufacture of laminates within the Asia Pacific region.

We believe the selected companies comprise a representative sample. However, there is a variance in the sample and these comparable companies will not be directly comparable with Kingboard Laminates as, inter alia, they operate in different markets geographically and, while they all operate in the electronics component manufacturing sector, have varying product and service mixes. Accordingly, these differences will have an impact on relative growth rates, profit margins, and return on capital. In addition, the valuation multiples of these comparable companies will be impacted, amongst other factors, by the state of their respective capital markets, the size of their market capitalisation as well as their size in terms of revenue, liquidity of their respective shares, and their tax regimes, accounting standards and disclosure.” (emphasis in bold added)

(iii) Appropriate Comparison

In the event an appropriate company can be identified for the purposes of comparison with Kingboard Laminates, it is still not possible to assess whether the Company has sold copper foil at a discount to the Kingboard Group based solely on their gross profit margins.

As stated in paragraphs 2.1.2(iii) and 2.1.3(i)(d) above, there are many other factors leading to differences in the gross profit margins of companies in the same industry.

15 The KPMG Letter was prepared strictly for the purpose of the Scheme of Arrangement proposed on 4 May 2009. The KPMG Letter should be read in its entirety, in conjunction with, and subject to, the assumptions and qualifications set out therein. KPMG has not been appointed and is not advising the Company on the matters relating to the SGM.

16 17


3. IPT MANDATE

3.1 IPT Mandate. The sale of copper foil to the Kingboard Group is an Interested Person Transaction under Chapter 9 of the Listing Manual (the “Copper Foil IPT”). The Company first disclosed the Copper Foil IPT in the Prospectus. The IPT Mandate, under which the Copper Foil IPT was a general transaction, was approved by Shareholders at the annual general meeting of the Company held on 8 August 2000 and was subsequently renewed at the special/annual general meetings of the Company held on 28 August 2001, 28 August 2002, 26 May 2003, 22 April 2004 and 28 April 2005 respectively. At the special general meeting of the Company held on 27 April 2006, Shareholders approved the grant of a fresh IPT Mandate under which the KBCF Group would, inter alia, continue to enter into the Copper Foil IPTs. At the special general meeting of the Company held on 26 April 2007, Shareholders approved the modification to, and renewal of, the IPT Mandate that was approved in 2006 (the “2007 IPT Mandate”). At the annual general meetings of the Company held on 28 April 2008, 27 April 2009 and 23 April 2010, Shareholders approved the renewal of the 2007 IPT Mandate.

Paragraph 6 of the present IPT Mandate sets out the internal control procedures which are established by the Company to ensure that Interested Person Transactions of the KBCF Group are conducted on normal commercial terms, that is, its transactions with interested persons are transacted on terms and prices not more favourable to the relevant interested person than if they were transacted with an independent third party and that the Company has not been disadvantaged in any other way.

3.2 Established Procedures for Sale of Copper Foil. The present IPT Mandate sets out the established internal control procedures for the sale of copper foil as follows:

“When selling to an interested person, the prices and terms of at least two other recent sales to unrelated third parties. The sale price of products of the same kind, grade and quality to the interested person shall be determined in accordance with the then prevailing market price and on terms no more favourable to the Kingboard Group than that offered by the KBCF Group to independent third parties at the relevant point of time (generally having regard to the quantity, quality and special specifications of the products ordered and other special circumstances).”

3.3 Audit Committee. Under the present IPT Mandate, the Audit Committee will review all the Interested Person Transactions of the KBCF Group on a quarterly basis to ensure that they are carried out on normal commercial terms and are not prejudicial to the interests of the Company and/or its Minority Shareholders. If a member of the Audit Committee has an interest in an Interested Person Transaction of the KBCF Group, he shall abstain from participating in the review and approval process in relation to that Interested Person Transaction.

The present IPT Mandate also specifically sets out the role of the Audit Committee in respect of its review of the Interested Person Transactions of the KBCF Group as follows:

“(a) carry out regular periodic reviews (at least quarterly) to ascertain that the established guidelines and procedures for the Interested Person Transactions have been complied with;

(b) approve and/or ratify all the records for all the Interested Person Transactions to

ensure that they comply with the internal control procedures;

(c) consider from time to time whether the established guidelines and procedures for Interested Person Transactions have become inappropriate or are unable to ensure that the Interested Person Transactions will be transacted on normal commercial terms, and will not be on terms or conditions that would be prejudicial to the interests of the Company and/or its minority Shareholders;

18 19


(d) request for additional information pertaining to an Interested Person Transaction under review from independent sources, advisers or valuers as he/they deem fit; and

(e) approve the internal control procedures and arrangements for all future Interested Person Transactions to ensure that they are transacted on normal commercial terms, and will not be on terms or conditions that would be prejudicial to the interests of the Company and/or its minority Shareholders. The review includes the examination of an Interested Person Transaction and its supporting documents or such other data deemed necessary by the Audit Committee.

…

(v) If during the periodic reviews by the Audit Committee (excluding Mr Ho Yin Sang, where applicable), it is of the view that the established guidelines and procedures are no longer appropriate or adequate to ensure the Interested Person Transactions are transacted on normal commercial terms and will not be prejudicial to the interests of the Company and/or its minority Shareholders, the Company will seek a fresh mandate from Shareholders based on the new guidelines and procedures.”

The Interested Person Transactions of the KBCF Group are tabled to, and reviewed by, the Audit Committee on a regular basis to ensure that the guidelines and procedures of such Interested Person Transactions have been complied with and that they are carried out at an arm’s length basis and on normal commercial terms. In addition, the Audit Committee reviews the records of all the Interested Person Transactions of the KBCF Group to ensure that they comply with internal control procedures.

The Audit Committee also considers from time to time whether the established guidelines and procedures have become inappropriate or are unable to ensure that the Interested Person Transactions of the KBCF Group will be transacted on normal commercial terms, and will not be on terms or conditions that would be prejudicial to the interests of the Company and/or its Minority Shareholders. If the established guidelines are deemed inappropriate or inadequate by the Audit Committee, the Audit Committee will seek the approval of Shareholders for new guidelines and procedures.

4. STATEMENT BY THE AUDIT COMMITTEE

4.1 Audit Committee Statement. As set out in paragraph 3 of the IPT Appendix, the Audit Committee has confirmed, for every year that the approval of Shareholders has been sought for the IPT Mandate, that the methods or procedures for determining the transaction prices under the IPT Mandate are sufficient to ensure that the Interested Person Transactions of the KBCF Group will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its Minority Shareholders.

4.2 IFA Opinion. KPMG was appointed as the IFA to the then independent directors in connection with the 2007 IPT Mandate. KPMG were of the opinion that the guidelines and review procedures of the Company described in paragraph 6 of the 2007 IPT Mandate (which are identical to the guidelines and review procedures in the present IPT Mandate and include the procedures set out in paragraph 3 above), if applied strictly, are sufficient to ensure that the Interested Person Transactions of the KBCF Group would be carried out on normal commercial terms and would not be prejudicial to the interests of the Company and/or its Minority Shareholders16.

16 The opinion of KPMG was prepared strictly for the purpose of the 2007 IPT Mandate and should be read in its entirety, in conjunction with, and subject to, the assumptions and qualifications set out therein. KPMG has not been appointed and is not advising the Company on the matters relating to the SGM.

18 19


5. POPE’S APPLICATION FOR PRE-ACTION DISCOVERY

On 29 March 2010, PAM LLC applied for pre-action discovery of documents against Kingboard Laminates and the Company by way of an originating summons brought in Singapore (the “Pope Initial Application”). The basis for the Pope Initial Application is similar to the allegations made in the Pope Letter. PAM LLC claimed that the Company has been selling copper foil to the Kingboard Group at a discount and sought the pre-action discovery of a wide range of documents on the purported basis that such documents were necessary for PAM LLC to determine whether it has a viable cause of action against Kingboard Laminates and the Company.

The Pope Initial Application was dismissed by the Assistant Registrar. In dismissing the Pope Initial Application, the Assistant Registrar observed that, in trying to draw a one to one causal link in saying that the purported sale of copper foil to the Kingboard Group must have been at a discounted rate because of a purported decline in gross profit margins of the Company, Pope was making a logically flawed connection and that this would only hold true if everything else in the market and in the Company’s operations remained constant. As such, the Assistant Registrar found that it was not necessary for PAM LLC to obtain pre-action discovery of any of the documents sought and, further, that the application was based on mere speculation. On 24 June 2010, PAM LLC filed an appeal against the Assistant Registrar’s decision to a Singapore High Court Judge (the “Pope Appeal”). The Pope Appeal was heard by the Singapore High Court Judge on 20 July 2010. The Singapore High Court Judge dismissed the Pope Appeal.

6. INDEPENDENT AUDITORS’ REPORT

The Company wishes to highlight that all its full year financial statements for the years 1999 to 2009 are audited by independent auditors on an annual basis and the appointment of such auditors have been duly approved by the Shareholders at each annual general meeting of the Company. In all of the letters of the independent auditors which accompany the full year financial statements of the Company, the independent auditors have opined that the consolidated financial statements of the KBCF Group are properly drawn up in accordance with the Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the KBCF Group as at the end of the relevant financial year and of the results, changes in equity and cash flows of the KBCF Group for the relevant financial year.

7. RECOMMENDATION OF THE INDEPENDENT DIRECTORS

7.1 Recommendation of the Independent Directors. The Independent Directors, having (i) carefully considered the statements in the Pope Letter in the context of the factual circumstances prevailing at the relevant time (as detailed in the responses of the Company set out in paragraph 2 above), (ii) reviewed the internal control procedures established for the sale of copper foil pursuant to the present IPT Mandate (as described in paragraph 3.2 above) and (iii) as members of the Audit Committee, reviewed the Copper Foil IPTs entered into with the Kingboard Group, are of the view that the statements in the Pope Letter have no merit and it is not in the interest of the Company and its Minority Shareholders for the Proposal to be approved.

Accordingly, the Independent Directors recommend that Shareholders vote against the Ordinary Resolution to be proposed at the SGM.

20 21


7.2 No Regard to Specific Objectives. In giving the above recommendation, the Independent Directors have not had regard to the general or specific investment objectives, financial situation, tax position, risk profiles or unique needs and constraints of any individual Shareholder. As each Shareholder would have a different investment portfolio, objectives and considerations, the Independent Directors recommend that any individual Shareholder who may require specific advice in relation to his investment portfolio should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers immediately.

7.3 Abstention of Executive Directors. The executive Directors, namely Mr Cheung Kwok Wing, Mr Cheung Kwok Ping and Mr Lam Ka Po, are involved in the approval process and management of the Interested Person Transactions of the KBCF Group and have abstained from giving a recommendation for the Proposal.

8. SHAREHOLDING INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

8.1 Interests of Directors. As at the Latest Practicable Date, the interests of the Directors in the Shares based on information recorded in the Register of Directors’ Shareholdings maintained by the Company are as follows:

Directors Direct Interest Deemed Interest

No. No. of Shares %(1) of Shares %(1)

Mr Cheung Kwok Wing 1,000,000 0.14 – –

Mr Cheung Kwok Ping – – – –

Mr Lam Ka Po – – – –

Mr Ho Yin Sang – – 2,000 n.m.(2)

Mr Ong Tiong Wee – – – –

Mr Chim Hou Yan – – – –

Notes:(1) The shareholding interest is calculated based on the total issued and paid-up share capital of the

Company comprising 722,500,000 Shares as at the Latest Practicable Date.

(2) Not meaningful.

20 21


8.2 Interests of Substantial Shareholders. As at the Latest Practicable Date, the interests of the Substantial Shareholders in the Shares based on information as recorded in the Register of Substantial Shareholders maintained by the Company are as follows:

Substantial Shareholders Direct Interest Deemed Interest No. No. of Shares %(1) of Shares %(1)

Excel First Investments Limited(2) 449,002,000 62.15 17,516,000 2.42

Kingboard Laminates Holdings Limited(3) – – 466,518,000 64.57

Jamplan (BVI) Limited(4) – – 466,938,000 64.63

Kingboard Chemical Holdings Limited(5) – – 466,938,000 64.63

Hallgain Management Limited(6) – – 466,938,000 64.63

Pope Asset Management, LLC(7) – – 75,412,528 10.44

Notes:(1) The shareholding interest is calculated based on the total issued and paid-up share capital of the

Company comprising 722,500,000 Shares as at the Latest Practicable Date.(2) EFIL is a wholly-owned subsidiary of Kingboard Laminates. EFIL is deemed to have an interest in

the 17,516,000 Shares held by its subsidiary through its nominees. Jamplan, Kingboard Chemical and HML are deemed to have an interest in the 449,002,000 Shares held by EFIL directly, the 17,516,000 shares held by the subsidiary of EFIL through its nominees, and an additional of 420,000 Shares held by another immediate subsidiary of Jamplan which is not a subsidiary of EFIL and Kingboard Laminates.

(3) Kingboard Laminates is deemed to have an interest in the 449,002,000 Shares held by EFIL directly and the 17,516,000 Shares held by the subsidiary of EFIL through its nominees.

(4) Jamplan is a wholly-owned subsidiary of Kingboard Chemical.(5) Kingboard Laminates is a 66.02 per cent. owned subsidiary of Kingboard Chemical of which

2.17 per cent. is held by Kingboard Chemical directly and 63.85 per cent. is held by Jamplan and its subsidiaries.

(6) HML has a shareholding interest equivalent to approximately 31.09 per cent. in Kingboard Chemical.

(7) PAM LLC is deemed to have an interest in the 75,412,528 Shares held through its nominee.

22 23


9. SPECIAL GENERAL MEETING

The SGM, notice of which is set out on pages 31 and 32 of this Circular, will be held on 21 April 2011 at Sofitel Qingyuan Riverside, 8 Beijiang Yi Road, Qingyuan City, Guangdong Province, 511518 Qingyuan, China at 9.30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the Ordinary Resolution as set out in the Notice of the SGM.

10. CONSENT OF KPMG

KPMG has given and has not withdrawn its written consent to the inclusion of its name, and all references thereto, in the form and context in which they appear in this Circular.

11. ACTION TO BE TAKEN BY SHAREHOLDERS

11.1 Appointment of Proxy. Shareholders who are unable to attend the SGM and who wish to appoint a proxy or proxies to attend and vote at the SGM on their behalf should complete, sign and return the enclosed proxy form (“Member Proxy Form”) in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the Company’s Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd., at 3 Anson Road, #27-01 Springleaf Tower, Singapore 079909, not less than 48 hours before the time fixed for the SGM. The completion and return of the Member Proxy Form by a Shareholder does not preclude him from attending and voting in person at the SGM if he so wishes, in place of his proxy or proxies.

11.2 Depositors. A Depositor shall not be regarded as a Shareholder entitled to attend the SGM and to speak and vote thereat. Depositors who wish to attend and vote at the SGM, and whose names are shown in the records of CDP as at a time not earlier than 48 hours prior to the time of the SGM, may attend as CDP’s proxies. Depositors who are (i) individuals and who wish to attend the SGM in person, (ii) individuals and are unable to attend the SGM personally and wish to appoint their nominee or nominees to attend and vote on their behalf, or (iii) not individuals, must complete, sign and return the proxy form (“Depositor Proxy Form”) enclosed in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the office of the Company’s Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd., at 3 Anson Road, #27-01 Springleaf Tower, Singapore 079909, not later than 9.30 a.m. on 19 April 2011. The completion and return of a Depositor Proxy Form by an individual Depositor does not preclude him from attending and voting in person at the SGM if he so wishes, in place of his nominee or nominees.

22 23

12. DOCUMENTS FOR INSPECTION

A copy of the following documents will be available for inspection by Shareholders during normal business hours at the registered office of the Company at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and the office of the Company’s Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd., at 3 Anson Road, #27-01 Springleaf Tower, Singapore 079909 from the date of this Circular up to the date of the SGM:

(i) the Bye-laws of the Company;

(ii) the 2009 annual report of the Company;

(iii) the IPT Appendix;

(iv) the 2007 IPT Mandate;

(v) the letter of consent referred to in paragraph 10 above;

(vi) the Prospectus; and

(vii) the Supplies Agreement.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular (excluding the Requisition Letter and the Pope Letter) are fair and accurate in all material respects as at the date of this Circular and that there are no material facts the omission of which would make any statement in this Circular misleading in any material respect. Where information has been reproduced from publicly available sources or the Requisition Letter, the sole responsibility of the Directors 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 Circular. The Directors do not accept any responsibility for any information relating to or opinions expressed by Pope as set out in this Circular.

Yours faithfully

For and on behalf of the Board of DirectorsKINGBOARD COPPER FOIL HOLDINGS LIMITED

Cheung Kwok PingDirector


24 25

APPENDIX 1

24 25

APPENDIX 1

26 27

APPENDIX 1

26 27

APPENDIX 1

29

APP

END

IX 2

SALE

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1

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ary

2005

1

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2006

1

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2007

1

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2008

1

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2009

1

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2010

to

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to 3

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31

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l 39

4,65

5

547,

491

48

4,26

4

379,

467

69

8,00

5

1,03

2,92

4

1,48

4,71

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2,79

5,32

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3,58

2,81

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3,36

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5

%

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8

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8

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28

29

APPENDIX 3

Copper Price Chart for the Period from 1999 to 2004 (1)

US$/tonne

Date

4000

3000

2000

100001/01/1999 01/01/2000 31/12/2000 31/12/2001 31/12/2002 31/12/2003 31/12/2004

US$/tonne

Date

10000

9000

8000

7000

6000

5000

4000

3000

200001/01/2005 01/01/2006 01/01/2007 01/01/2008 31/12/2008 31/12/2009 31/12/2010

Copper Price Chart for the Period from 2005 to 2010 (1)

Note:(1) Extracted from the London Metal Exchange website which can be found at www.lme.com

LONDON METAL EXCHANGE GRAPHS

31This page is intentionally left blank

31

KINGBOARD COPPER FOIL HOLDINGS LIMITED(Incorporated in Bermuda)

(Company Registration No. 26998)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a Special General Meeting (the “SGM”) of Kingboard Copper Foil Holdings Limited (the “Company”) will be held at Sofitel Qingyuan Riverside, 8 Beijiang Yi Road, Qingyuan City, Guangdong Province, 511518 Qingyuan, China on 21 April 2011 at 9.30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution which will be proposed as an ordinary resolution (the “Ordinary Resolution”):

Ordinary ResolutionThe Proposal

That:

(a) approval be and is hereby given for the appointment of an independent auditor to audit and review historical internal transfer pricing between the Company and its largest customer and provide a detailed analysis and report of its findings as to whether the Company has fulfilled the commitments made in its prospectus and abided by all regulations to be provided to shareholders of the Company; and

(b) the directors of the Company and each of them be hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they or he may consider necessary, desirable or expedient or in the interests of the Company to give effect to this Ordinary Resolution as they or he may deem fit.

BY ORDER OF THE BOARD

Juliana Loh Joo HuiCompany Secretary

6 April 2011


32

NOTES:

1. Depositors who wish to attend and vote at the Special General Meeting (or appoint their nominee(s) to attend and vote on their behalf) must complete, sign and return the Depositor Proxy Form enclosed with the Company’s Circular to Shareholders dated 6 April 2011 in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the office of the Company’s Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd., at 3 Anson Road, #27-01 Springleaf Tower, Singapore 079909, not later than 9.30 a.m. on 19 April 2011.

2. Shareholders who wish to appoint a proxy to attend and vote at the Special General Meeting on their behalf should complete, sign and return the Member Proxy Form enclosed with the Company’s Circular to Shareholders dated 6 April 2011 in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the office of the Company’s Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd., at 3 Anson Road, #27-01 Springleaf Tower, Singapore 079909, not later than 9.30 a.m. on 19 April 2011.

3. A proxy need not be a member of the Company.
