A Metaverse Company — Proxy Solicitation & Information Statement 2014

Apr 25, 2014

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 a 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 Silverman Holdings Limited (the “Company”), you should at once hand this circular 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 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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銀 仕 來 控 股 有 限 公 司

Silverman Holdings Limited

(Incorporated in the Cayman Islands with limited liability) （ Stock Code ： 1616 ）

PROPOSED DECLARATION OF FINAL DIVIDEND,

PROPOSED GRANT OF

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “Annual General Meeting”) to be held at the conference hall on the fourth floor, Company’s R&D Center, Yinlong Village, Boshan Economic Development Zone, Zibo City, Shandong Province, the PRC on Friday, 20 June 2014 at 10:00 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s brand 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 appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

25 April 2014

1

CONTENTS

Page
Definitions ………………………………………………………………………………………………. 3
Letter from the Board .……………………………………………………………………………… 5
Appendix I – Details of Directors proposed for re-election ……………………………………….9
Appendix II – Explanatory Statement .…………………………………………………………………12
Notice of Annual General Meeting .…………………………………………………………………….15

2

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company to be held at the
	conference hall on the fourth floor, Company’s R&D Center,
	Yinlong Village, Boshan Economic Development Zone, Zibo
	City, Shandong Province, the PRC on Friday, 20 June 2014 at
	10:00 a.m. or any adjournment thereof, the notice of which is set
	out on pages 15 to 18 of this circular
“Articles of Association”	the amended and restated articles of association of the
	Company, conditionally adopted on 26 June 2012 and as
	amended from time to time
“Board”	the board of directors of the Company
“Cayman Companies Law”	the Companies Law (2013 Revision) of the Cayman Islands as
	consolidated and revised from time to time
“Company”	Silverman Holdings Limited, a company incorporated in the
	Cayman Islands on 24 February 2010 as an exempted company
	with limited liability, whose Shares are listed on the Main Board
	of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HKD”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	16 April 2014, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China (for the purpose of this circular,
	excludes Hong Kong, the Macau Special Administrative Region
	and Taiwan)
“Proposed Issue 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 not exceeding 20 per cent of the
	aggregate nominal amount of the issued share capital of the
	Company as at the date of passing the relevant resolution granting
	the Proposed Issue Mandate

3

DEFINITIONS

“Proposed Repurchase Mandate”	a general and unconditional mandate proposed to be granted to
	the Directors at the Annual General Meeting to repurchase
	during the relevant period Shares 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 relevant resolution
	granting the Proposed Repurchase Mandate
“RMB”	Renminbi, the lawful currency of the PRC
“Securities and Future	the Securities and Futures Ordinance of Hong Kong, (Chapter
Ordinance”	571 of the Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
“Share(s)”	ordinary share(s) of nominal value of USD0.01 each in the
	capital of the Company
“Shareholder(s)” or	the holder(s) of the Share(s)
“Member(s)”
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“USD”	United States dollars, the lawful currency of the United States of
	America

4

LETTER FROM THE BOARD

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銀仕來控股有限公司 Silverman Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1616)

Executive Directors: Mr. LIU Dong (Chairman and Chief Executive Officer) Mr. LIU Zongjun Mr. TIAN Chengjie

Independent non-executive Directors: Mr. ZHU Ping Mr. LAM Kai Yeung Mr. CHANG Tao

Registered office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal place of business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

25 April 2014

To the Shareholders

Dear Sir or Madam,

PROPOSEDDECLARATIONOFFINAL DIVIDEND,

PROPOSED GRANTOF

GENERAL MANDATESTOISSUESHARES

AND REPURCHASESHARES,

RE-ELECTION OFRETIRINGDIRECTORS

AND

NOTICEOFANNUALGENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the Notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting for the approval of the Shareholders: (i) the grant to the Directors of the Proposed Issue Mandate and the Proposed Repurchase Mandate, (ii) the re-election of the retiring Directors, and (iii) the declaration of final dividend.

5

LETTER FROM THE BOARD

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

At the Annual General Meeting, separate ordinary resolutions will be proposed:

• (a) to grant a general mandate to the Directors to exercise the powers of the Company to allot and issue Shares with an aggregate nominal value not exceeding 20 per cent of the aggregate nominal value of the issued share capital of the Company as at the date of passing the relevant resolution. As at the Latest Practicable Date, a total of 800,000,000 Shares were in issue. Subject to the passing of the proposed ordinary resolution granting the Proposed Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 160,000,000 new Shares. The Proposed Issue Mandate will end on the earliest of (a) the date of the next annual general meeting; or (b) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company;

• (b) to grant a general mandate to the Directors to exercise all powers of the Company to repurchase issued Shares with an aggregate nominal value not exceeding 10 per cent of the aggregate nominal amount of the issued share capital of the Company in issue as at the date of passing the relevant resolution. As at the Latest Practicable Date, the number of Shares in issue is 800,000,000 Shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Proposed Repurchase Mandate and no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Proposed Repurchase Mandate to repurchase a maximum of 80,000,000 Shares, being 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 thereof. The Proposed Repurchase Mandate will end on the earliest of (a) the date of the next annual general meeting; or (b) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association; (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and

• (c) subject to the passing of the aforesaid ordinary resolutions of the Proposed Issue Mandate and the Proposed Repurchase Mandate, to extend the number of Shares to be issued and allotted under the Proposed Issue Mandate by an additional number representing such number of Shares repurchased under the Proposed Repurchase Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix II to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution in respect of the Proposed Repurchase Mandate at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors were Mr. LIU Dong, Mr. LIU Zongjun and Mr. TIAN Chengjie, and the independent non-executive Directors were Mr. ZHU Ping, Mr. LAM Kai Yeung and Mr. CHANG Tao.

In accordance with Article 16.2 of the Articles of Association, any Director appointed to fill in a casual vacancy on the Board or as an addition to the existing Board shall hold office only until the next annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. CHANG Tao being appointed as independent non-executive Director by the Board on 21 March 2014, shall retire at the Annual General Meeting and, being eligible, offer himself for re-election.

In accordance with Article 16.18 of the Articles of Association, at each annual general meeting of the Company one-third of Directors for the time being (or, if the number is not a multiple of three (3), the

6

LETTER FROM THE BOARD

number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. LIU Zongjun and Mr. TIAN Chengjie shall retire from office by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

The Board recommends the re-election for each of Mr. LIU Zongjun, Mr. TIAN Chengjie and Mr. CHANG Tao as executive Directors or independent non-executive Director, as the case maybe, at the Annual General Meeting.

Details of the above named Directors who are subject to 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.

PROPOSED DECLARATION OF FINAL DIVIDEND

As mentioned in the final results announcement of the Company dated 21 March 2014, it was the intention of the Board to recommend a final dividend of RMB 0.0095 per Share in respect of the year ended 31 December 2013, totaling RMB 7,600,000, to be paid out of the Company’s share premium account, which is subject to the approval of Shareholders at the Annual General Meeting by way of ordinary resolution and compliance with the Cayman Companies Law.

Under Section 34(2) of the Cayman Companies Law, the share premium account may be applied by a company paying dividends to members provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. The Board confirms that with respect to the payment of such dividend, the Company shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the dividend is proposed to be paid.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 17 June 2014 to Friday, 20 June 2014, both days inclusive, during which period no share transfers can be registered. In order to be eligible for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with 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 not later than 4:30 p.m. on Monday, 16 June 2014.

The register of members of the Company will be closed from Friday, 27 June 2014 to Monday, 30 June 2014, both days inclusive, during which period no share transfers can be registered. In order to be entitled to the payment of dividend upon passing of an ordinary resolution, all transfers accompanied by the relevant share certificates must be lodged with 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 not later than 4:30 p.m. on Thursday, 26 June 2014.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 15 to 18 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (i) the grant to the Directors of the Proposed Issue Mandate and Proposed Repurchase Mandate, (ii) the re-election of the retiring Directors, and (iii) the declaration of final dividend.

FORM OF PROXY

A form of proxy is enclosed herewith for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend

7

LETTER FROM THE BOARD

the Annual General Meeting, you are requested to complete, sign and return the 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 fixed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 13.6 of the Articles of Association, any vote of shareholders at a general meeting shall be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her name in the register. A Shareholder entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 that the proposed resolutions for the granting to the Directors of the Proposed Issue Mandate, the Proposed Repurchase Mandate, the proposed declaration of final dividend a n d the reelection of the retiring Directors are in the best interests of the Group and the Shareholders as a whole. Accordingly, the Directors, together with their associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

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 Silverman Holdings Limited

LIU Dong Chairman

8

APPENDIX Ⅰ

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be reelected at the Annual General Meeting.

Save as disclosed herein for Mr. CHANG Tao as at the Latest Practicable Date, none of the following Directors holds any directorships in other listed public companies in Hong Kong or overseas, in the last three years.

Save as disclosed herein for Mr. LIU Zongjun and Mr. Tian Chengjie, as at the Latest Practicable Date, none of the following Directors holds any other positions with the Company and its subsidiaries.

Save as disclosed herein, none of the following Directors has any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Director candidates

LIU Zongjun (劉宗君), aged 43, is an executive Director appointed on 26 June 2012 and the Vice President of Administration. He joined the Group as an assistant to the chairman of the board of directors, deputy general manager of Yinshilai Textile and manager of the human resources department since April 2010. Mr. LIU was appointed as a director of Huiyin Textile in March 2012.

Mr. LIU is experienced in administrative management and has accumulated 16 years of experience in the textile industry. Between July 1993 and June 1994, Mr. LIU worked in the Shanghai office of Weifang Economic and Trade Centre ( 濰 坊 經 濟 貿 易 中 心 ) governed by the Shandong Weifang Municipality Economic Committee (山東濰坊市經濟委員會). Between September 1994 and October 2004, Mr. LIU worked with Wanjie Group Co., Ltd. and held a series of positions including the role of executive in foreign economy and trade department of the Shanghai office, assistant to the general manager of Zibo Wanjie Fiber Co., Ltd. (淄博萬 杰纖維有限公司) and assistant to the general manager and human resources manager of Wanjie High-Tech. Between October 2004 and April 2010, Mr. LIU served as a general manager of Zibo Tianhao Dyeing & Textiling Co., Ltd.

Mr. LIU graduated from Shanghai Textile College (上海紡織高等專科學校) in July 1993, majoring in textile material chemical processing. He also obtained a bachelor degree in Chinese literature from Shandong University of Technology (山東理工大學) in January 2007.

Mr. LIU has entered into a written service contract with the Company on 26 June 2012. The directorship was appointed on 26 June 2012 with a term of 3 years commencing from 12 July 2012, the listing date, which may be terminated by not less than 3 months’ notice in writing served by either party on the other. Mr. LIU is entitled to receive emoluments of HKD360,000 per annum plus a discretionary bonus as determined by the Board on the basis of his experience, performance, duties and market conditions.

As at the Latest Practicable Date, Mr. LIU does not have any interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

9

APPENDIX Ⅰ

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

TIAN Chengjie (田成杰), aged 45, is an executive Director appointed on 26 June 2012 and secretary to the Board. Mr. Tian has been a deputy general manager of Yinshilai Textile in March 2005. In May 2006, he was also appointed as a deputy general manager and a director of Huiyin Textile. He is primarily responsible for administration, planning and human resources of the Group. Mr. TIAN has accumulated more than 18 years of experience in the textile industry in the PRC. Mr. TIAN had worked with Zibo Wanjie Fiber Co., Ltd. (淄博萬杰 纖維有限公司) since December 1993 and held a series of positions including the role of workshop manager, the head of the spinning department, the head of the quality control department, the head of the enterprise administration department, and an assistant to the general manager, and subsequently with Zibo Wanjie Group Co., Ltd. (淄博萬杰集團有限公司) serving as the head of the enterprise administration department. Between December 1996 and November 2004, Mr. TIAN held a series of positions including the role of director and supervisor of Wanjie High-Tech. Mr TIAN graduated from the College of Textile Engineering of Shandong (山 東紡織工學院) in July 1990 majoring in chemical fiber studies and obtained a master of business administration degree from the Guanghua School of Management of the Peking University (北京大學光華管理學院) in May 2004.

Mr. TIAN was awarded the second prize of the “Modern and Innovative and Excellent Application of Enterprises Management of the Shandong Province Award” (山東省企業管理現代化創新及優秀應用二等獎) by the Modern and Innovative Contribution of Enterprises Management of the Shandong Province Award Committee (山東省企業管理現代化創新成果評審委員會) in December 2010.

Mr. TIAN entered into a written service contract with the Company on 26 June 2012. The directorship was appointed on 26 June 2012 with a term of 3 years commencing from 12 July 2012, the listing date, which may be terminated by not less than 3 months’ notice in writing served by either party on the other. Mr. TIAN is entitled to receive emoluments of HKD360,000 per annum plus a discretionary bonus as determined by the Board on the basis of his experience, performance, duties and market conditions.

As at the Latest Practicable Date, Mr. TIAN does not have any interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

10

APPENDIX Ⅰ

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chang Tao (常濤), aged 44, is an independent non-executive Director appointed on 21 March 2014. Mr. CHANG is a Certified Public Accountant and Certified Tax Agent in the PRC. Mr. CHANG majored in information management of administration department of Shandong Textile Industrial Institute (山東紡織工 學院) (currently known as Qingdao University) and has obtained a bachelor degree in June 1992. Mr. CHANG currently serves as the chief risk officer of Zibo Rongxin Financing Bonding Co., Ltd. (淄博融信融 資擔保有限公司). He has commenced his career since July 1992 and has rich experience in financial management. Mr. CHANG has been the staff member of the business department and enterprise business department of Bank of China Zibo Branch from July 1992 to December 2000; the Certified Public Accountant and project manager of Shandong Xincheng Accounting Firm Co., Ltd. (山東新 誠會計師事務所有限公司), from January 2001 to July 2004; the general manager of Beijing Zhongqixin Accounting Firm Co., Ltd. (北京中齊信會計師事務所有限公司), from August 2004 to December 2010; and the deputy general manager of Shandong Kailai Investment Co., Ltd. (山東開來投資有限公司), from January 2011 to June 2013. Mr. Chang has served as an independent director of Shandong Wanjie High-Tech Co., Ltd. (山東萬傑高科技股份有限公司) (Stock Code: 600223, Shanghai Stock Exchange) during the period between November 2001 and October 2007.

Mr. CHANG Tao entered into a written service contract with the Company on 21 March 2014. The directorship was appointed on 21 March 2014 with a term of 3 years commencing from 21 March 2014, which may be terminated by not less than 3 months’ notice in writing served by either party on the other. Mr. CHANG Tao is entitled to receive an annual director’s fee in the sum of HKD60,000 or such sum as the remuneration committee of the Board may from time to time decide.

As at the Latest Practicable Date, Mr. CHANG Tao does not have any interests in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

11

APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Proposed Repurchase Mandate.

LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase shares, either directly or indirectly, on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that (i) the shares of such company proposed to be purchased must be fully paid up, (ii) such company has previously sent to its shareholders an explanatory statement containing all the necessary information as required under Rule 10.06(1)(b) of the Listing Rules, and (iii) all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders at a general meeting duly held and convened, either by way of a general mandate or by specific approval of a particular transaction, in compliance with the requirements under Rule 10.06(1)(c) of the Listing Rules.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares of nominal value of USD0.01 each. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and 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 of 80,000,000 Shares which represent 10 per cent of the issued share capital of the Company as at the date of the passing of the relevant resolution at the Annual General Meeting during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

REASONS AND FUNDING OF THE REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its 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.

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Company’s memorandum of association, Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands (including Cayman Companies Law). The Cayman Companies Law provides that the amount paid in connection with a share repurchase may 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 Cayman Companies Law. 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 Company’s Shares are repurchased in the manner provided for under the Cayman Companies Law.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Proposed Repurchase Mandate were to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2013, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material

12

EXPLANATORY STATEMENT

APPENDIX II

adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

To the best of their knowledge and belief, having made all reasonable enquiries, none of the Directors or any of their associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Proposed Repurchase Mandate is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Proposed Repurchase Mandate is granted by the Shareholders.

If as a result of a repurchase of Shares 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 purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and 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 knowledge and belief of the Directors, Mr. LIU Dong, was beneficially interested in 553,609,836 Shares, representing approximately 69.20 per cent of the existing issued share capital of the Company. The 553,609,836 Shares were held by Excel Orient Limited, a limited company incorporated in the British Virgin Islands, which is an investment holding company wholly owned by Mr. LIU Dong. In the event that the Directors exercise in full the Proposed Repurchase Mandate, the interests of Mr. LIU Dong in the Company will be increased to approximately 76.89 per cent of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent it will trigger the obligations under the Takeovers Code for Mr. LIU Dong and his concert parties to make a mandatory offer.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25 per cent (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in the number of Shares in public hands falling below the prescribed minimum percentage of 25 per cent.

Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Proposed Repurchase Mandate.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

13

EXPLANATORY STATEMENT

APPENDIX II

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Month	Highest	Lowest
	traded prices	traded prices
	HKD	HKD
2013
April	1.06	0.90
May	1.05	1.05
June	1.09	1.04
July	1.10	0.94
August	1.01	0.99
September	1.09	1.00
October	1.05	1.03
November	1.09	0.99
December	1.10	1.02
2014
January	1.07	1.02
February	1.07	1.05
March	1.05	0.86
April (up to the Latest Practicable Date)	0.88	0.80

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NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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銀仕來控股有限公司

Silverman Holdings Limited

(Incorporated in the Cayman Islands with limited liability) （ Stock Code ： 1616 ）

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2014 Annual General Meeting (the “AGM”) of Silverman Holdings Limited (the “Company”) will be held at the conference hall on the fourth floor, Company’s R&D Center, Yinlong Village, Boshan Economic Development Zone, Zibo City, Shandong Province, the PRC on Friday, 20 June 2014 at 10:00 a.m. for the following purposes:

Ordinary business

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditors of the Company for the year ended 31 December 2013.

2. To declare a final dividend of the Company of RMB0.0095 per share for the year ended 31 December 2013.

3. (a) (i) To re-elect Mr. CHANG Tao as an independent non-executive Director of the Company;

4. (ii) To re-elect Mr. LIU Zongjun as an executive Director of the Company;

5. (iii) To re-elect Mr. TIAN Chengjie as an executive Director of the Company;

(b) To authorize the board of Directors of the Company (the “Board”) to fix their remuneration.

1. To re-appoint KPMG Certified Public Accountants as the auditors of the Company and authorise the Board to fix their remuneration.

Special business

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

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(A) “ THAT:

• (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

• (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined) or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the aggregate nominal amount of share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly;

• (iv) for the purpose of this resolution :-

• (a) “Relevant Period” means the period from the 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 next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

  • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) “Rights Issue” means an offer of shares in the capital of the Company, 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 in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their 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 exercise or extent of any restrictions

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or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ THAT:

• (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued Shares in the capital of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its Shares at a price determined by the Directors;

• (iii) the aggregate nominal amount of Shares of the Company which are authorized to be purchased by the Directors pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution :-

“Relevant Period” means the period from the 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 next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

• (3) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ THAT conditional upon the passing of resolutions nos. 5(A) and 5(B) above, the general mandate to the Directors pursuant to resolution no. 5(A) be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company purchased by the Company under the authority granted pursuant to the resolution no. 5(B), provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

By order of the Board Silverman Holdings Limited LIU Dong Chairman

Shandong, the PRC, 25 April 2014

Notes:

• (i) Resolution numbered 5(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.

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• (ii) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy needs not be a shareholder of the Company.

• (iii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• (iv) In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at 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 together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the AGM (or any adjourned meeting thereof) if they so wish.

For determining the entitlement for attending and voting at the AGM, the register of members of the Company will be closed from Tuesday, 17 June 2014 to Friday, 20 June 2014, both days inclusive, during which period no share transfers can be registered. In order to be eligible for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with 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 for registration not later than 4:30 p.m. on Monday, 16 June 2014.

For determining the entitlement to the proposed final dividend for the year ended 31 December 2013, the register of members will be closed from Friday, 27 June 2014 to Monday, 30 June 2014, both days inclusive, during which period no share transfers can be registered. In order to be eligible for entitlement to the proposed final dividend upon passing of ordinary resolution numbered 2 above, all share transfer documents accompanied by the relevant share certificates must be lodged with 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 for registration not later than 4:30 p.m. on Thursday, 26 June 2014.

• (v) In respect of ordinary resolution numbered 3 above, Mr. CHANG Tao, Mr. LIU Zongjun and Mr. TIAN Chengjie shall retire from office and be eligible for re-election at the AGM. Details of the above retiring Directors are set out in Appendix I to the accompanied circular dated 25 April 2014 (the “Circular”).

• (vi) In respect of the ordinary resolution numbered 5(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as a general mandate for the purposes of the Rules Governing the Listing of Securities on the Stock Exchange.

• (vii) In respect of ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the Proposed Repurchase Mandate of the Company in circumstances which they deem appropriate for the benefits of shareholders as a whole. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the Circular.

As at the date of this notice, the board of Directors comprises 6 Directors, namely Mr. LIU Dong, Mr. LIU Zongjun and Mr. TIAN Chengjie as executive Directors; and Mr. ZHU Ping, Mr. LAM Kai Yeung and Mr. CHANG Tao as independent non-executive Directors.

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