(1) PROPOSED GRANT OF GENERAL MANDATESTO ALLOT AND ISSUE NEW SHARES ANDREPURCHASE BY THE COMPANY OF ITS OWN SHARES;(2) PROPOSED RE-ELECTION OF DIRECTORS;(3) RE-APPOINTMENT OF AUDITORS;AND(4) 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 licensed securities dealer bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in KPM Holding Limited (the ‘‘Company’’) you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.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.KPM HOLDING LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8027) (1) PROPOSED GRANT OF GENERAL MANDATES TO ALLOT AND ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) RE-APPOINTMENT OF AUDITORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of the Company to be held at Portion 2 12/F. The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 3:00 p.m. is set out on pages 15 to 19 of this circular.A form of proxy for use at the annual general meeting is enclosed with this circular.Whether or not you are able to attend the annual general meeting you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company Union Registrars Limited at Suites 3301-04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong as soon as possible and in any event no later than Monday 24 June 2024 3:00 p.m. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.This circular will remain on the ‘‘Latest Listed Company Information’’ page of the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk for at least 7 days from the date of its publication and on the website of the Company at www.kpmholding.com.*MFor identification purposes only 24 May 2024CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.Given that the companies listed on GEM are generally small and mid-sized companies there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.– i –CONTENTS Page Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 General Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Re-Appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Appendix I – Explanatory statement for the Repurchase Mandate . . . . . . . . . . . . . . 8 Appendix II – Particulars of Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 – ii –DEFINITIONS In this circular unless the context otherwise requires the following expressions shall have the following meanings: ‘‘AGM’’ the annual general meeting of the Company to be convened and held at Portion 2 12/F. The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 3:00 p.m. or any adjournment thereof ‘‘Articles of Association’’ the articles of association of the Company as amended supplemented or otherwise modified from time to time ‘‘Board’’ the board of Directors from time to time ‘‘close associate(s)’’ has the meaning ascribed to this term under the GEM Listing Rules ‘‘Company’’ KPM Holding Limited a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM ‘‘Director(s)’’ the director(s) of the Company from time to time ‘‘GEM’’ GEM operated by the Stock Exchange ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM as amended from time to time ‘‘General Mandate’’ the general mandate proposed to be granted to the Directors at the AGM to allot issue and deal with new Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting of such general mandate by the Shareholders ‘‘Group’’ the Company and all of its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Latest Practicable Date’’ 22 May 2024 being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular – 1 –DEFINITIONS ‘‘Memorandum and Articles of the memorandum and articles of association of the Association’’ Company as amended from time to time ‘‘Repurchase Mandate’’ the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase up to a maximum of 10% of the number of issued Shares as at the date of passing of the relevant resolution granting of such repurchase mandate by the Shareholders ‘‘S$’’ Singapore dollars the lawful currency of Singapore ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended supplemented or otherwise modified from time to time ‘‘Share(s)’’ ordinary share(s) of HK$0.03125 each in the share capital of the Company ‘‘Shareholder(s)’’ registered holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ the Code on Takeovers and Mergers and Share Buy-backs as amended from time to time ‘‘%’’ per cent.– 2 –LETTER FROM THE BOARD KPM HOLDING LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8027) Executive Directors: Registered office: Mr. Tan Thiam Kiat Kelvin Windward 3 Ms. Lin Sin Huei Regatta Office Park PO Box 1350 Independent non-executive Directors: Grand Cayman Mr. Xiao Laiwen KY1-1108 Mr. Lock Kiu Yin Cayman Islands Mr. Lau Muk Kan Principal place of business Min Hong Kong: Unit 1104A 11/F Kai Tak Commercial Building 317-319 Des Voeux Road Central Hong Kong 24 May 2024 To the Shareholders Dear Sir or Madam (1) PROPOSED GRANT OF GENERAL MANDATES TO ALLOT AND ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) RE-APPOINTMENT OF AUDITORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION At the forthcoming AGM resolutions will be proposed to seek the Shareholders’ approval for among other things (i) the granting of the General Mandate and the Repurchase Mandate to the Directors; (ii) the re-election of Directors; and (iii) the re-appointment of auditors.*MFor identification purposes only – 3 –LETTER FROM THE BOARD The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM and to give you notice of the AGM.GENERAL MANDATE AND REPURCHASE MANDATE At the AGM the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Repurchase Mandate.General Mandate At the AGM an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers agreements options and warrants which might require the exercise of such power of an aggregate amount of up to 20% of the number of issued Shares as at the date of granting of the General Mandate.In addition a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.As at the Latest Practicable Date the Company has an aggregate of 236800000 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM the Company would be allowed under the General Mandate to allot issue and deal with a maximum of 47360000 Shares.Repurchase Mandate At the AGM an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the number of issued Shares as at the date of granting of the Repurchase Mandate.– 4 –LETTER FROM THE BOARD Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 23680000 Shares.As at the Latest Practicable Date to the best knowledge of the Company approximately 83.4% of the total issued Shares was held by the public. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate the total number of issued Shares held by the public would be decreased to approximately 81.5%.The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association the Companies Act or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting whichever occurs first (the ‘‘Relevant Period’’).An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.RE-ELECTION OF DIRECTORS In accordance with Article 108 at each annual general meeting one third of the Directors for the time being (or if their number is not a multiple of three the number nearest to but not less than one third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. The Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election.Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly Mr. Lock Kiu Yin and Mr. Xiao Laiwen shall retire from office by rotation at the AGM.– 5 –LETTER FROM THE BOARD In accordance with Article 112 any Director appointed by the Board to fill a casual vacancy on the Board or as an additional Director to the Board shall hold office until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election. Accordingly Ms. Lin Sin Huei shall retire from office at the AGM.Ms. Lin Sin Huei Mr. Lock Kiu Yin and Mr. Xiao Laiwen each being eligible will offer themselves for re-election at the AGM.Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.RE-APPOINTMENT OF AUDITORS The financial statements of the Group for the year ended 31 December 2023 were audited by McMillan Woods (Hong Kong) CPA Limited whose term of office will expire upon the conclusion of the AGM.The Board proposed to re-appoint McMillan Woods (Hong Kong) CPA Limited as the auditors of the Company and to hold office until the conclusion of the next annual general meeting.ANNUAL GENERAL MEETING A notice convening the AGM to be held at Portion 2 12/F. The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 3:00 p.m. is set out on pages 15 to 19 of this circular. Ordinary resolutions will be proposed at the AGM to approve among other things the granting of the General Mandate (including the extended General Mandate) and the Repurchase Mandate the re-election of Directors and the re-appointment of auditors.A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company Union Registrars Limited Suites 3301-04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM 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 and in such event the form of proxy shall be deemed to be revoked.All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.– 6 –LETTER FROM THE BOARD RESPONSIBILITY STATEMENT This circular for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.RECOMMENDATION The Directors consider the proposed grant of the General Mandate (including the extended General Mandate) the Repurchase Mandate the proposed re-election of Directors and the re-appointment of auditors are in the interests of the Company and the Shareholders as a whole.Accordingly the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.GENERAL To the best of the Directors’ knowledge information and belief having made all reasonable enquiries no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.MISCELLANEOUS The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.Yours faithfully By order of the Board of KPM Holding Limited Tan Thiam Kiat Kelvin Chairman – 7 –APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE This Appendix I serves as an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorising the proposed Repurchase Mandate.This explanatory statement contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows: 1. NUMBER OF SHARES WHICH MAY BE REPURCHASED Exercise in full of the Repurchase Mandate on the basis of 236800000 Shares in issue as at the Latest Practicable Date would result in 23680000 Shares (representing approximately 10% of the number of issued Shares as at the date of passing of the resolution) being repurchased by the Company during the period prior to the next annual general meeting of the Company following the passing of the resolution approving the Repurchase Mandate. 2. REASONS FOR PROPOSED REPURCHASE OF SHARES The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM.Such repurchases may depending on market conditions and funding arrangements at the time lead to an enhancement of the net assets of the Company and/or its earnings per Share.The Repurchase Mandate will only be exercised when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares. 3. SOURCE OF FUNDS In repurchasing Shares the Company will only apply funds legally available for such purpose in accordance with its Articles of Association the laws of the Cayman Islands and the GEM Listing Rules. The laws of the Cayman Islands provide that the amount of capital paid in connection with a repurchase of Shares may only be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the laws of the Cayman Islands. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the laws of the Cayman Islands. The Company will not purchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.– 8 –APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE 4. EFFECT OF EXERCISING THE REPURCHASE MANDATE There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2023) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period. However the Directors do not propose to exercise the Repurchase Mandate to such an extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. 5. DISCLOSURE OF INTERESTS None of the Directors nor to the best of their knowledge having made all reasonable enquires any of their respective associates (as defined in the GEM Listing Rules) has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM. 6. DIRECTORS’ UNDERTAKING The Directors have undertaken to the Stock Exchange that so far as the same may be applicable they will exercise the Repurchase Mandate in accordance with the Articles of Association the GEM Listing Rules and the applicable laws of the Cayman Islands. 7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS If as a result of a repurchase of Shares pursuant to the Repurchase Mandate a Shareholder’s proportionate interest in the voting rights of the Company increases such increase will be treated as an acquisition for the purposes of the Takeovers Code.As a result a Shareholder or a group of Shareholders acting in concert (within that term’s meaning under the Takeovers Code) depending on the level of increase in the Shareholders’ interests could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or 32 of the Takeovers Code.– 9 –APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE As at the Latest Practicable Date to the best knowledge of the Company the following Shareholder(s) is/are interested in more than 10% of the Shares then in issue. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate the total interests of such Shareholder(s) in the Shares would be increased to approximately the percentage set out in the last column as follows: Approximate percentage of shareholding if Approximate the Repurchase percentage of Mandate is Name of Shareholder(s) Number of Shares shareholding exercised in full Absolute Truth Investments Limited (Note) 39337600 (L) 16.61% 18.46% Mr. Tan Thiam Kiat Kelvin (Note) 39337600 (L) 16.61% 18.46% (L) denotes long position Note: The entire issued share capital of Absolute Truth Investments Limited is beneficially owned by Mr. Tan Thiam Kiat Kelvin.On the basis that the issued share capital of the Company remains unchanged up to date of the AGM in the event that the Repurchase Mandate is exercised in full the attributable shareholding of Absolute Truth Investments Limited would be increased to approximately 18.46% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.As at the Latest Practicable Date the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholder(s) or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%. The Directors are not aware of any consequences which could arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate in full.– 10 –APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE 8. NO PURCHASES OF SHARES BY THE COMPANY The Company has not purchased any of its Shares (whether on GEM or otherwise) in the previous six months preceding the Latest Practicable Date. 9. CORE CONNECTED PERSON No core connected persons (as defined in the GEM Listing Rules) has notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders at the AGM. 10. SHARE PRICES The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months were as follows: Lowest Highest HK$ HK$ 2023 May 0.280 0.280 June 0.250 0.280 July 0.250 0.250 August 0.250 0.250 September 0.246 0.250 October 0.246 0.800 November 0.230 0.250 December 0.230 1.000 2024 January 0.270 0.270 February 0.201 0.260 March 0.202 0.202 April 0.181 0.197 May (up to the Latest Practicable Date) 0.180 0.180 – 11 –APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION Detail of the Directors who will retire from office at the AGM and being eligible will offer themselves for re-election at the AGM are set out below: (1) MS. LIN SIN HUEI (‘‘MS. LIN’’) Ms. Lin aged 31 was appointed as an executive Director on 8 November 2023. Ms. Lin obtained certificates of Interior Decoration & Repairs Management of a Building and Interior Design of a Building from Shih Chien University. Ms. Lin has 10 years of experience in the construction industry specially in the field of fitting out and renovation projects.Ms. Lin has entered into a service contract with the Company for a term of three years commencing from 8 November 2023 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Ms. Lin is entitled to the annual remuneration of HK$240000 and a discretionary bonus which was determined by the Board with reference to her qualifications experience and duties and responsibilities with the Company and the prevailing market conditions.As at the Latest Practicable Date save as disclosed herein Ms. Lin does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors senior management or substantial or controlling shareholder of the Company.As at the Latest Practicable Date Ms. Lin does not have any interest or short position in the shares underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.– 12 –APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION (2) MR. LOCK KIU YIN (‘‘MR. LOCK’’) Mr. Lock aged 42 was appointed as an independent non-executive Director on 8 May 2018. He is the chairman of the audit committee and a member of the nomination committee and remuneration committee of the Company. Mr. Lock graduated from Curtin University of Technology with a Bachelor of Commerce degree in accounting and accounting technologies in 2004. He is a member of CPA Australia. He has more than 10 years of experience in accounting and finance.Mr. Lock has entered into a letter of appointment with the Company for a term of two years commencing from 8 May 2018 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Lock is entitled to the annual remuneration of HK$180000 which was determined by the Board with reference to his qualifications experience and duties and responsibilities with the Company and the prevailing market conditions.As at the Latest Practicable Date save as disclosed herein Mr. Lock does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors senior management or substantial or controlling shareholder of the Company.As at the Latest Practicable Date Mr. Lock does not have any interest or short position in the shares underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. (3) MR. XIAO LAIWEN (‘‘MR. XIAO’’) Mr. Xiao age 35 was appointed as an independent non-executive Director on 9 November 2019. He is the chairman of the remuneration committee and a member of the audit committee and nomination committee of the Company. Mr. Xiao graduated from Xiangtan University with a bachelor’s degree in economics. He has extensive experience in the manufacturing and technology industries.Mr. Xiao has entered into a letter of appointment with the Company for a term of two years commencing from 9 November 2019 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Xiao is entitled to the annual remuneration of HK$96000 which was determined by the Board with reference to his qualifications experience and duties and responsibilities with the Company and the prevailing market conditions.– 13 –APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION As at the Latest Practicable Date save as disclosed herein Mr. Xiao does not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and does not have any relationship with any other directors senior management or substantial or controlling shareholder of the Company.As at the Latest Practicable Date Mr. Xiao does not have any interest or short position in the shares underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.Save as disclosed herein there is no information relating to each of Ms. Lin Sin Huei Mr.Lock Kiu Yin and Mr. Xiao Laiwen that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.– 14 –NOTICE OF AGM KPM HOLDING LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8027) NOTICE IS HEREBY GIVEN that an annual general meeting (the ‘‘AGM’’) of KPM Holding Limited (the ‘‘Company’’) will be held at Portion 2 12/F. The Center 99 Queen’s Road Central Central Hong Kong on Wednesday 26 June 2024 at 3:00 p.m. to consider and if thought fit pass with or without amendments the following resolutions: ORDINARY RESOLUTIONS 1. To receive consider and adopt the audited consolidated financial statements and the reports of the directors (the ‘‘Directors’’) and auditors of the Company for the year ended 31 December 2023; 2. (a) To re-elect Ms. Lin Sin Huei as an executive Director; (b) to re-elect Mr. Lock Kiu Yin as an independent non-executive Director; (c) To re-elect Mr. Xiao Laiwen as an independent non-executive Director; and (d) To authorise the board of Directors to fix the Directors’ remuneration; 3. To re-appoint McMillan Woods (Hong Kong) CPA Limited as the auditors of the Company and to authorise the board of Directors to fix their remuneration; 4. To as special business consider and if thought fit pass the following resolution (with or without amendment) as an ordinary resolution: ‘‘THAT: (a) subject to paragraph (c) below pursuant to the Rules (the ‘‘GEM Listing Rules’’) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot issue and deal with unissued shares of the Company (the ‘‘Shares’’) and to make or grant offers agreements and options including warrants to subscribe for Shares which might require the exercise of such powers be is hereby generally and unconditionally approved; *Mfor identification purposes only – 15 –NOTICE OF AGM (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers agreements and options which might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of: (aa) 20 per cent. of the number of issued Shares on the date of the passing of this resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the number of issued Shares on the date of the passing of resolution no. 5) and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and (d) for the purposes of this resolution: ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company the Companies Act (as Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; – 16 –NOTICE OF AGM ‘‘Rights Issue’’ means an offer of Shares or offer or issue of warrants options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of or the requirements of any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’ 5. To as special business consider and if thought fit pass the following resolution (with or without amendment) as an ordinary resolution: ‘‘THAT: (a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the shares of the Company (the ‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose and in accordance with all applicable laws and regulations and the requirements of the Rules Governing the Listing of Securities on GEM of the Stock Exchange or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; (b) the aggregate number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate number of the issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and (c) for the purposes of this resolution ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company the Companies Act (as Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’ – 17 –NOTICE OF AGM 6. To as special business consider and if thought fit pass the following resolution (with or without amendment) as an ordinary resolution: ‘‘THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the number of Shares referred to in sub-paragraph (bb) of paragraph (c) of such resolution.’’ Yours faithfully For and on behalf of the Board of KPM Holding Limited Tan Thiam Kiat Kelvin Chairman Hong Kong 24 May 2024 Registered office: Principal place of business Windward 3 Min Hong Kong: Regatta Office Park Unit 1104A 11/F PO Box 1350 Kai Tak Commercial Building Grand Cayman 317-319 Des Voeux Road Central KY1-1108 Hong Kong Cayman Islands Notes: 1. A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxy to attend and subject to the provisions of the articles of association of the Company to vote on his behalf.A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. 2. In order to be valid the form of proxy must be deposited together with a power of attorney or other authority if any under which it is signed or a notarially certified copy of that power or authority at the Company’s branch share registrar in Hong Kong Union Registrars Limited Suites 3301-04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof should he/she/it so wish and in such event the form of proxy shall be deemed to be revoked. 3. In relation to the proposed resolution no. 2 above details of the retiring Directors standing for re-election are set out in Appendix II to this circular. 4. In relation to proposed resolutions no. 4 and 6 above approval is being sought from the shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the GEM Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.– 18 –NOTICE OF AGM 5. In relation to proposed resolution no. 5 above the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to this circular. 6. The Register of Members of the Company will be closed from Friday 21 June 2024 to Wednesday 26 June 2024 both days inclusive during which period no share transfers will be effected. In order to ascertain shareholders’ rights for attending and voting at the AGM all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar Union Registrars Limited at Suites 3301-04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong for registration not later than 4:00 p.m. on Monday 24 June 2024. 7. If Typhoon Signal No. 8 or above is hoisted or a ‘‘black’’ rainstorm warning signal or ‘‘extreme conditions after super typhoons’’ announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 9:00 a.m. on the date of the meeting the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.kpmholding.com and on the Stock Exchange’s website at www.hkexnews.hk to notify Shareholders of the date time and venue of the rescheduled meeting.–19–