KFM Kingdom : Circulars - Proposed Grant of General Mandates to Issue and Repurchase Shares, Proposed Re-election of Directors and Notice of Annual General Meeting

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in KFM Kingdom Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

KFM KINGDOM HOLDINGS LIMITED

K F M 金 德 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3816)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' in this circular.

A notice convening the AGM to be held at Workshop C, 31/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 24 August 2017 at 10 : 00 a.m. is set out on pages 15 to 20 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, 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 of the AGM (no later than 10 : 00 a.m. on 22 August 2017 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

21 July 2017

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board

Introduction . ....... ........ ....... ....... ........ ....... ........ ....... ....... 3

Grant of General Mandate, Repurchase Mandate and Extension Mandate .... 4 Closure of register of members .... ....... ........ ....... ........ ....... ....... 4

Proposed re-election of Directors .. ....... ........ ....... ........ ....... ....... 5

Actions to be taken ........ ....... ....... ........ ....... ........ ....... ....... 5

Voting at the AGM ........ ....... ....... ........ ....... ........ ....... ....... 5

Recommendations .. ........ ....... ....... ........ ....... ........ ....... ....... 6

General information ........ ....... ....... ........ ....... ........ ....... ....... 6

Miscellaneous ...... ........ ....... ....... ........ ....... ........ ....... ....... 6

Appendix I - Explanatory Statement on the Repurchase Mandate .. ....... ....... 7

Appendix II - Details of the Directors proposed to be re-elected at the AGM 11

Notice of AGM 15

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 convened and held at Workshop C, 31/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 24 August 2017 at 10 : 00 a.m., the notice of which is set out on pages 15 to 20 of this circular, and any adjournment thereof

''Articles of

Association''

the articles of association of the Company, as amended from time to time

''associates'' has the same meaning as defined under the Listing Rules ''Board'' the board of Directors

''Companies Law'' the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

''Company'' KFM Kingdom Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

''Director(s)'' director(s) of the Company

''Extension Mandate'' a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

''General Mandate'' a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate number of the issued Shares as at the date of passing the relevant resolution at the AGM

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Latest Practicable Date''

14 July 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''PRC'' the People's Republic of China

''Repurchase Mandate'' a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares, the aggregate number of which shall not exceed 10% of the aggregate number of issued Shares as at the date of passing the relevant resolution at the AGM

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

''Share(s)'' ordinary share(s) of HK$0.1 each in the share capital of the Company

''Shareholder(s)'' holder(s) of Share(s)

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Takeovers Code'' The codes on Takeovers and Mergers and Share Repurchases ''%'' per cent.