Kin Pang : PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kin Pang Holdings Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, 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 take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Kin Pang Holdings Limited

建 鵬 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1722)

PROPOSALS INVOLVING GENERAL MANDATES TO

ISSUE SHARES AND TO REPURCHASE SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Kin Pang Holdings Limited (the "Company") to be held on Thursday, 10 June 2021 at Units 1203B, 1204-1205, 12/F, World-Wide House, 19 Des Voeus Road Central, Central, Hong Kong at 3:30 p.m. is set out on pages 15 to 19 of this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed (i.e. Tuesday, 8 June 2021 at 3:30 p.m.) for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the annual general meeting or any adjourned meeting should you so wish and in such event, the proxy form shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease

2019 (COVID-19), the Company will implement additional precautionary measures at the AGM including, without limitation:

• compulsory body temperature screening. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
• mandatory use of surgical face masks;
• anyone attending the AGM is reminded to observe good personal hygiene at all times;
• no refreshment will be served; and
• appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.

Any person who does not comply with the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the AGM venue. In light of the continuing risks posed by the COVID-19 pandemic, the Company reminds shareholders that they may appoint the Chairman of the AGM or any Director or company secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

11 May 2021

		CONTENTS
			Page
DEFINITIONS .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II	-	DETAILS OF DIRECTORS PROPOSED
		FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Units 1203B, 1204-1205, 12/F, World-Wide House, 19
	Des Voeus Road Central, Central, Hong Kong on
	Thursday, 10 June 2021 at 3:30 p.m. or any adjournment
	thereof, notice of which is set out on pages 15 to 19 of
	this circular
"AGM Notice"	the notice convening the AGM set out on pages 15 to 19
	of this circular
"Articles"	the articles of association of the Company
"Audit Committee"	the audit committee of the Company
"Board"	the board of Directors
"Companies Law"	the Companies Law, Chapter 22, (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Company"	Kin Pang Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability, the Shares of
	which are listed on the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries (as the same is defined
	in the Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong))
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"Issue Mandate"	a general and unconditional mandate to be granted to the
	Board at the AGM to exercise the powers of the Company
	to allot, issue and otherwise deal with new Shares not
	exceeding 20% of the total number of Shares in issue as at
	the date of passing of the relevant resolution, being the
	mandate referred to in resolution no. 4 in the AGM Notice

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	DEFINITIONS
"Latest Practicable Date"	6 May 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Nomination Committee"	the nomination committee of the Company
"Repurchase Mandate"	a general mandate to be granted to the Board at the AGM
	to exercise the powers of the Company to repurchase
	Shares not exceeding 10% of the total number of Shares
	in issue as at the date of passing of the relevant
	resolution, being the mandate referred to in resolution no.
	5 in the AGM Notice
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buy-backs

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LETTER FROM THE BOARD

Kin Pang Holdings Limited

建 鵬 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1722)

Executive Directors:	Registered Office:
Mr. Kong Kin I (Chairman and Chief Executive Officer)	Cricket Square
Ms. Choi Fong Lan	Hutchins Drive
	PO Box 2681
Independent Non-Executive Directors:	Grand Cayman KY1-1111
Mr. Cheung Kin Wing	Cayman Islands
Mr. Cheung Wai Lun Jacky
Mr. Zhao Zhipeng	Head Office and Principal Place
	of Business in Hong Kong:
	Unit B, 23/F
	Centre Mark II
	305-313 Queen's Road Central
	Hong Kong
	11 May 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO

ISSUE SHARES AND TO REPURCHASE SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with notice of the AGM and information in respect of the resolutions to be proposed at the AGM including (i) the grant to the Directors the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iii) the re-election of the retiring Directors.

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