Kiddieland International : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

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PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following precautionary measures at the Annual General Meeting (the "AGM") to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person found to be suffering from a fever or otherwise unwell will be denied from entering into the AGM venue or be required to leave the AGM venue;
2. All attending Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and be asked whether (a) they have travelled to, or to their best of knowledge had close contact with any person who has recently travelled to, areas outside Hong Kong at any time in the preceding 14 days of the AGM; and (b) they are subject to any compulsory quarantine prescribed by the Hong Kong Government. Any person who responds affirmatively to any one of the above questions will be denied from entering into the AGM venue or be required to leave the AGM venue;
3. All attendees are requested to wear surgical face masks at the AGM venue at all times, and to maintain a safe distance with other attendees. As such, the Company may limit the number of the attendees at the AGM as may be necessary to maintain social distancing; and
4. No refreshments and corporate gifts will be provided.

To the extent permitted under the applicable laws, the Company reserves the right to deny any person from entering into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and in response to the recent guidelines on prevention and control of COVID-19 pandemic, Shareholders are reminded that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by completing form of proxy in accordance with the instructions printed thereon, Shareholders may appoint the chairman of the AGM as proxy to attend and vote on the relevant resolutions at the AGM instead of physically attending the AGM or any adjourned meeting in person.

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DEFINITIONS

In this circular and the appendices to it, unless the context otherwise requires, the following expressions shall have the following meanings:

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LETTER FROM THE BOARD

Kiddieland International Limited

童 園 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3830)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting for (i) the re-election of retiring Directors;

1. the granting to the Directors of the Proposed General Mandate, the Proposed Repurchase Mandate and the Proposed Extension Mandate; and (iii) the Notice.

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 108 of the Articles of Association, at each annual general meeting one-third of the Directors shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Accordingly, Ms. LEUNG Siu Lin Esther, Mr. MAN Ka Ho Donald and Mr. CHENG Dominic shall retire by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

The Board considers that the re-election of Ms. LEUNG Siu Lin Esther, Mr. MAN Ka Ho Donald and Mr. CHENG Dominic as Directors is in the interests of the Company and the Shareholders as a whole.

Details of retiring Directors standing for re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

Under the resolution numbered 2(A) as set out in the Notice, the re-election of the retiring Directors will be individually voted on by Shareholders.

3. PROPOSED GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Proposed General Mandate to the Directors to exercise all the powers of the Company to allot, issue and/or deal with additional Shares of not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to such general mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares. Subject to the passing of the ordinary resolution numbered 4 as set out in the Notice and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the maximum number of Shares that can be allotted and issued by the Company under the Proposed General Mandate is 200,000,000 Shares.

4. PROPOSED MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant of the Proposed Repurchase Mandate to the Directors to exercise all the powers of the Company to repurchase Shares of not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares. On the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum number of 100,000,000 Shares which are fully paid-up.

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LETTER FROM THE BOARD

An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

5. PROPOSED EXTENSION MANDATE

In addition, subject to approval of the ordinary resolutions in relation to the Proposed General Mandate and Proposed Repurchase Mandate, an ordinary resolution will be proposed to grant the Proposed Extension Mandate to the Directors to the effect that the number of Shares repurchased by the Company under the Proposed Repurchase Mandate will also be added to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted under the Proposed General Mandate.

6. ANNUAL GENERAL MEETING

The Notice convening the Annual General Meeting is set out on pages 14 to 18 of this circular.

The record date for determining Shareholders' right to attend and vote at the Annual General Meeting is Friday, 25 September 2020. Shareholders whose names appear on the register of members of the Company on this record date will be entitled to attend and vote at the Annual General Meeting. For determining Shareholders' eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 23 September 2020 to Friday, 25 September 2020, both days inclusive. In order to qualify for attending and voting at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 22 September 2020.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.kiddieland.com.hk). Whether or not you intend to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof. 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.

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LETTER FROM THE BOARD

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles of Association, a resolution put to vote at a general meeting is to be decided by way of a poll. The Chairman of the forthcoming Annual General Meeting will therefore put each of the resolutions to be proposed at the Annual General Meeting to be voted by way of a poll. After the conclusion of the Annual General Meeting, the results of the poll will be published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.kiddieland.com.hk).

8. RECOMMENDATION

The Directors consider that the proposed resolutions for the re-election of retiring Directors, the granting of the Proposed General Mandate, the Proposed Repurchase Mandate and the Proposed Extension Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all these resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By order of the Board

Kiddieland International Limited

LO Hung

Chairman

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The following are the particulars of Ms. LEUNG Siu Lin Esther, Mr. MAN Ka Ho Donald and Mr. CHENG Dominic, all of whom will retire at the Annual General Meeting in accordance with the Articles of Association and, being eligible, will offer themselves for re-election.

The information of the retiring Directors

1. Ms. LEUNG Siu Lin Esther
   Executive Director

Ms. LEUNG Siu Lin Esther ("Ms. Esther Leung"), aged 74, is an executive Director of our Company and is primarily responsible for managing the overall financials of our Group and monitoring the monthly shipments and inventory levels of our Group's production factory in Dongguan, the PRC. She was appointed as a Director on 3 June 2016. She has been a director of each of Kiddieland Toys Limited, Kiddieland Industrial Limited and Innotech & Associates Limited since 29 May 2002 and a director of each of Kiddieland Group Limited, Kiddieland Trading Limited and Kiddieland Manufacturing Limited since 30 May 2016. She joined our Group on 29 May 2002 and has over 49 years of experience in the toy industry. She graduated from the Nursing School of the Medical and Health Department in 1967 and became a registered nurse and midwife in Hong Kong in 1967 and 1969, respectively. She is also a director of KLH Capital Limited.

Set out below are companies which were dissolved or struck off during the period when Ms. Esther Leung was a director:

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As confirmed by Ms. Esther Leung, each of the above companies was solvent at the time of dissolution or striking off, and such companies were dissolved or struck off for reason that they were no longer in use. So far as she is aware, there was no wrongful act on her part leading to the dissolutions or striking off of the above companies, and such dissolutions or striking off had not resulted in any liability or obligation imposed against her.

Ms. Esther Leung is the spouse of Mr. LO Hung ("Mr. Victor Lo"), Chairman and executive Director, and mother of Mr. LO Shiu Kee Kenneth ("Mr. Kenneth Lo"), Ms. LO Shiu Shan Suzanne ("Ms. Suzanne Lo") and Ms. SIN LO Siu Wai Sylvia ("Ms. Sylvia Lo"), executive Directors.

Ms. Esther Leung has entered into a service agreement with the Company for a term of three years commencing from 21 September 2017 and is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association. She is entitled to a monthly salary of HK$72,000 starting from 1 March 2020 and such salary is to be reviewed annually and a discretionary performance bonus as may be determined by the Board and subject to the review and approval of the remuneration committee of the Board.

As at the Latest Practicable Date, KLH Capital Limited, the Controlling Shareholder, is holding 75% of the issued Shares. Ms. Sylvia Lo holds 10,000 shares representing 100% personal interest of the issued share capital of KLH Capital Limited. Further details of Ms. Sylvia Lo's interests as above mentioned are disclosed on page 20 of the Annual Report for the year ended 30 April 2020.

1. Mr. MAN Ka Ho Donald

Independent non-executive Director, the chairman of the Nomination Committee and the member of each of the Audit Committee and the Remuneration Committee

Mr. MAN Ka Ho Donald ("Mr. Donald Man"), aged 43, was appointed as an independent non-executive Director on 31 August 2017. He is also the chairman of the nomination committee and a member of the audit committee and the remuneration committee of our Company. He is also an independent non-executive director of Icicle Group Holdings Limited (stock code: 8429). He was admitted as a solicitor of the Supreme Court of England and Wales in 2003 and has over 13 years of experience in the legal field. He is currently a registered foreign lawyer at Ince & Co's Hong Kong office. He is a director of Jardine Travel Limited, Eupo-Air (Holdings) Limited and Eupo-Air Travel Services (Hong Kong) Limited. He is also the chairman of Zheng Qi Charitable Foundation Limited. He obtained a Bachelor of Science in Business Studies from The City University London (now known as City, University of London) in 1998.

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Mr. Donald Man has signed a letter of appointment with the Company as an independent non-executive Director for a term of three years effective from 21 September 2017 and is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association. Mr. Donald Man is entitled to an annual director's fee of HK$50,000 which is approved by the Board, under the recommendation from the remuneration committee, with reference to his duties and experience.

1. Mr. CHENG Dominic

Independent non-executive Director, the chairman of the Remuneration Committee and the member of each of the Audit Committee and the Nomination Committee

Mr. CHENG Dominic ("Mr. Dominic Cheng"), aged 48, was appointed as an independent non-executive Director on 19 July 2018. He is also the chairman of the remuneration committee and a member of the audit committee and the nomination committee of our Company. He worked in Ernst & Young as Management Consultant before joining Airline Mechanical Co., Ltd in 1998 as Vice President of Operations. Currently, he is the general manager of AMC Technology Company Limited. He obtained a Bachelor of Mathematics from The University of Waterloo in May 1994 and completed the certificate programme on production management held by The Hong Kong Management Association in July 1997.

Mr. Dominic Cheng has signed a letter of appointment with the Company as an independent non-executive Director for a term of three years effective from 19 July 2018 and is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association. Mr. Dominic Cheng is entitled to an annual director's fee of HK$50,000 which is approved by the Board, under the recommendation from the remuneration committee, with reference to his duties and experience.

Save as disclosed above, each of the Directors who is subject to re-election at the Annual General Meeting (i) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (ii) does not hold any other position with the Company or its subsidiaries;

1. does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iv) does not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the preceding three years prior to the Latest Practicable Date; and (v) has confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2)

1. -(v)of the Listing Rules.

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The following is an explanatory statement as required by the Listing Rules to provide the Shareholders with requisite information for their consideration of the Proposed Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares.

Subject to the passing of the resolution numbered 5 regarding the Proposed Repurchase Mandate as set out in the Notice and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company would be allowed under the Proposed Repurchase Mandate to repurchase a maximum number of 100,000,000 Shares, representing 10% of the aggregate nominal amount of the Shares in issue, until (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the Company is required by any applicable laws or the Articles of Association to hold its annual general meeting; and (iii) the date on which the authority set out in the resolution is varied or revoked by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

2. REASONS FOR REPURCHASE

The Directors believe that the granting of the Proposed Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

The Directors propose that repurchases of Shares under the Proposed Repurchase Mandate will be financed from the Company's distributable profits and/or available cash flow. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Articles of Association and the applicable laws of the Cayman Islands.

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the audited financial statements for the year ended 30 April 2020 (being the date to which the latest published audited financial statements of the Company have been made up) in the event that the Proposed Repurchase Mandate is exercised in full. However, the Directors do not intend to exercise the Proposed 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.

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4. DISCLOSURE OF INTERESTS

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Proposed Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Proposed Repurchase Mandate is exercised.

5. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Hong Kong Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Hong Kong Stock Exchange in each of the previous twelve months up to and including the Latest Practicable Date were as follows (the ex-entitlement date of the special cash dividend of HK$0.15 per Share paid on 7 February 2020 is on 20 January 2020):

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7. TAKEOVERS CODE

If, as a result of a repurchase of Shares by the Company pursuant to the Proposed 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 purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Controlling Shareholders acting in concert and together held 750,000,000 Shares representing approximately 75% of the total issued share capital of the Company. Based on the said interest of the Controlling Shareholders as at the Latest Practicable Date, in the event that the Directors exercise in full their powers under the Proposed Repurchase Mandate to repurchase Shares, the interest of the Controlling Shareholders in the issued share capital of the Company will be increased to approximately 83.33%. Such increase in shareholding would give rise to an obligation on the part of the Controlling Shareholders to make a mandatory offer under the Rule 26 of the Takeovers Code unless a waiver is given.

The Directors have no present intention to exercise the Proposed Repurchase Mandate to such an extent that will result in the number of Shares in the hands of the public falling below 25%, the prescribed minimum percentage required by the Hong Kong Stock Exchange.

8. SHARES REPURCHASE MADE BY THE COMPANY

No purchase of Shares has been made by the Company (whether on the Hong Kong Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

Kiddieland International Limited

童 園 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3830)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of Kiddieland International Limited (the "Company") will be held at Suite 1401, 14/F, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Friday, 25 September 2020 at 9:30 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the Directors and the independent auditor for the year ended 30 April 2020;
2. (A) To re-elect retiring Directors;
3. 1. To authorise the Board of Directors of the Company to fix the remuneration of the Directors of the Company;
4. To re-appoint the independent auditor and to authorise the Board of Directors to fix their remuneration;
5. As special business, to consider and, if thought fit, pass with or without modification, the following resolution as an ordinary resolution:
   "THAT:

1. subject to paragraph (c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and/or deal with additional shares in the share capital of the Company (the "Shares") and to make or grant offers, agreements and options (including but not limited to warrants, bonds, debentures, notes and other securities convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds, debentures, notes and other securities convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate nominal amount of the Shares allotted, issued and/or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of rights of subscription, exchange or conversion under the terms of any warrants or convertible securities issued by the Company or any securities which are exchangeable into Shares; or (iii) the exercise of subscription rights under options granted under the option scheme adopted by the Company; or (iv) any scrip dividend or similar arrangement 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, shall not exceed (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution plus (bb) (if the Directors are so authorised by a separate resolution of the shareholders of the Company) the aggregate nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum number equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution), and the said approval shall be limited accordingly; and
2. for the purpose of this resolution:
   "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the Company is required by any applicable laws or the articles of association of the Company to hold its annual general meeting; and
   3. the date on which the authority set out in this resolution is varied or revoked by an ordinary resolution of the shareholders of the Company in a general meeting.

"Rights Issue" means an offer of Shares or issue of options, warrants, options or other securities giving the rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such

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NOTICE OF ANNUAL GENERAL MEETING

Shares (or, where appropriate, such other securities), subject in all cases to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company."

5. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in the paragraph (c) below) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange for this purpose, subject to and in accordance with all applicable laws, the articles of association of the Company and/or the requirements of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the "Listing Rules") or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate nominal amount of the shares of the Company which the Directors are authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution, and the said approval shall be limited accordingly; and
3. for the purpose of this resolution:

"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the Company is required by any applicable laws or the articles of association of the Company to hold its annual general meeting; and
3. the date on which the authority set out in this resolution is varied or revoked by an ordinary resolution of the shareholders of the Company in a general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

6. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT conditional on passing of the resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of the resolution numbered 4 above be and is hereby extended by the addition to the aggregate nominal amount of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of the resolution numbered 5 above."

By Order of the Board

Kiddieland International Limited

LO Hung

Chairman

Hong Kong, 21 August 2020

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and that of the Company (www.kiddieland.com.hk).
2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or, if he holds two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.
3. Where there are joint registered holders of any Shares, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint registered holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
4. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be completed and lodged at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the above meeting or any adjournment thereof, and in such event, the relevant form of proxy shall be deemed revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. Shareholders whose names appear on the register of members of the Company on Friday, 25 September 2020 are entitled to attend and vote at the above meeting. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Wednesday, 23 September 2020 to Friday, 25 September 2020, both days inclusive. In order to qualify for attending and voting at the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 22 September 2020.
2. A circular containing further details concerning items 2, 4, 5 and 6 set out in the above notice will be sent to all shareholders of the Company together with the 2019/20 Annual Report of the Company.
3. The Chinese version of this notice is for reference only. In case of any inconsistencies, the English version shall prevail.

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