Kingboard Copper Foil : Circular to Shareholders in relation to the Voluntary Unconditional Cash Offer

CIRCULAR DATED 3 APRIL 2017

THIS CIRCULAR IS ISSUED BY KINGBOARD COPPER FOIL HOLDINGS LIMITED. THIS CIRCULAR IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS (AS DEFINED HEREIN) AND THE ADVICE OF PROVENANCE CAPITAL PTE. LTD. TO THE INDEPENDENT DIRECTORS. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION AND YOU SHOULD READ IT CAREFULLY.

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

If you have sold or transferred all your issued ordinary shares in the capital of Kingboard Copper Foil Holdings Limited (the "Company"), you should immediately forward this Circular to the purchaser, the transferee or the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or the 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.

KINGBOARD COPPER FOIL HOLDINGS LIMITED

(Company Registration No. 26998) (Incorporated in Bermuda) (Singapore Stock Code: K14)

CIRCULAR TO SHAREHOLDERS

in relation to the

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)

to acquire all the issued and paid-up ordinary shares in the capital of the Company, other than those already owned, controlled or agreed to be acquired by the Offeror Concert Parties (as defined herein)

Independent Financial Adviser to the Independent Directors PROVENANCE CAPITAL PTE. LTD.

(Incorporated in Singapore) (Company Registration No.: 200309056E)

SHAREHOLDERS SHOULD NOTE THAT THE OFFER DOCUMENT (AS DEFINED HEREIN) STATES THAT ACCEPTANCES OF THE OFFER (AS DEFINED HEREIN) SHOULD 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. ACCORDINGLY, SHAREHOLDERS WHO WISH TO ACCEPT THE OFFER MUST DO SO BY SUCH TIME AND DATE.

CONTENTS DEFINITIONS 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 INDICATIVE TIMELINE 7 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS OF THE COMPANY 8

1. INTRODUCTION 8

2. THE OFFER 9

3. INFORMATION ON THE OFFEROR AND KINGBOARD CHEMICAL GROUP 10

4. INFORMATION ON THE COMPANY 11

5. RATIONALE OF THE OFFER 11

6. OFFEROR'S INTENTIONS FOR THE COMPANY 11

7. COMPULSORY ACQUISITION AND LISTING STATUS 12

8. EXEMPTION RELATING TO DIRECTORS' RECOMMENDATION 13

1. ADVICE OF THE IFA 14

2. RECOMMENDATION OF THE INDEPENDENT DIRECTORS 15

3. OVERSEAS SHAREHOLDERS 15

4. ACTION TO BE TAKEN BY SHAREHOLDERS 17

5. RESPONSIBILITY STATEMENT 17

6. ADDITIONAL INFORMATION 18

APPENDICES

APPENDIX I - LETTER FROM PROVENANCE CAPITAL PTE. LTD. TO THE INDEPENDENT DIRECTORS 19

APPENDIX II - GENERAL INFORMATION 47

APPENDIX III - EXTRACTS FROM THE BYE-LAWS OF THE COMPANY 55

APPENDIX IV - AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR FY2015 73

APPENDIX V - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR FY2016 129

APPENDIX VI - VALUATION CERTIFICATE 149

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DEFINITIONS

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

"12M2016"	:	The 12 months period ended 31 December 2016
"12M2016 Results"	:	The unaudited consolidated financial statements of the Group for the 12 months period ended 31 December 2016
"Bermuda Companies Act"	:	The Companies Act 1981 of Bermuda
"Bye-Laws"	:	Bye-Laws of the Company, as may be amended or supplemented from time to time
"CDP"	:	The Central Depository (Pte) Limited
"Circular"	:	This circular to Shareholders dated 3 April 2017 in relation to the Offer
"Closing Date"	:	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, being the last day for the lodgement of acceptances of the Offer
"Code"	:	The Singapore Code on Take-overs and Mergers
"Companies Act"	:	The 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"	:	(a) Shares, (b) securities which carry voting rights in the Company, or (c) convertible securities, warrants, options or Derivatives in respect of Shares or such securities in (b)
"Concert Parties"	:	Parties acting or presumed to be acting in concert with the Offeror in connection with the Offer
"Derivatives"	:	Includes any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security or securities
"Despatch Date"	:	20 March 2017, being the date of despatch of the Offer Document
"Directors"	:	The directors of the Company (including the Independent Directors) as at the Latest Practicable Date
"Distributions"	:	Any dividends, right, other distribution and return of capital
"Encumbrances"	:	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 the 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 the Offer Document and which is issued to Shareholders whose Shares are not deposited with CDP
"FY"	:	Financial year ended or ending 31 December

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