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A Metaverse Company Proxy Solicitation & Information Statement 2017

Aug 25, 2017

50040_rns_2017-08-25_921ce33a-642c-4cf8-8d53-f94f33c51c07.pdf

Proxy Solicitation & Information Statement

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Silverman Holdings Limited 銀仕來控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1616)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting of Silverman Holdings Limited (the “ Company ”) to be convened and held at 2:30 p.m. on 18 September 2017 at Building A10, 50 Anjialou, Chaoyang District, Beijing, the People’s Republic of China.

I/We (Note a)

of being the holder(s) of (Note b) shares of US$0.01 each in the capital of the Company hereby appoint the Chairman of the meeting or (Note c) of

to act as my/our proxy (Note c) at the extraordinary general meeting of the Company to be held at 2:30 p.m. on 18 September 2017 at Building A10, 50 Anjialou, Chaoyang District, Beijing, the People’s Republic of China and at any adjournment thereof (as the case maybe) and to vote on my/our behalf as directed below.

Please mark a “✓” in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note d) .

Capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 25 August 2017 unless the context requires otherwise.

ORDINARY RESOLUTION ORDINARY RESOLUTION FOR
(Note d)
AGAINST
(Note d)
1. The terms and conditions of the Agreement (as defined in the circular of the
Company dated 25 August 2017), the execution of the Agreement by a director
of the Company (“Director”) and all transactions contemplated under and in
connection with the Agreement be and are hereby approved, confirmed and ratified;
and any one Director be and is hereby authorised to sign, seal, execute, perfect,
and deliver all such documents, deeds, agreements, and instruments and do all such
acts, matters, as the case may be, as he/she shall, in his/her absolute discretion,
deem necessary, desirable or expedient to give effect to the Agreement (and the
transactions contemplated thereunder) and to agree to any variations, amendments,
supplements or waivers of matters relating thereto as he/she may in his/her absolute
and unfettered discretion consider desirable and in the interests of the Company.

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SPECIAL RESOLUTION

FOR AGAINST (Note d) (Note d)

  1. Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Silverman Holdings Limited” to “Starrise Media Holdings Limited” and the dual foreign name in Chinese of the Company be and is hereby changed from “銀仕來控股有限公司 ” to “星宏傳媒控股有限公司”(the “ Proposed Change of Company Name ”); and that any one Director or the secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she shall in his/her absolute and unfettered discretion deem necessary, desirable or expedient to give effect to the Proposed Change of Company Name and to attend any necessary registration and/or filing for and on behalf of the Company.

Dated the day of 2017 Shareholder’s signature (Notes e, f, g, h and i)

Notes:

  • a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

  • b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  • c. A proxy need not be a member of the Company but must attend the meeting in person to represent you. If you wish to appoint some person other than the Chairman of the meeting as your proxy, please delete the words “the Chairman of the meeting or” and insert the name and address of the person appointed proxy in the space provided.

  • d. If you wish to vote for the resolution set out above, please tick (“✓”) the box marked “For”. If you wish to vote against the resolution, please tick (“✓”) the box marked “Against”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that set out in the notice convening the meeting.

  • e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. This form of proxy must be signed by a member of the Company, or his attorney duly authorised in writing, or if the member is a corporation, either under its Common Seal or under the hand of an officer, attorney or other person so authorised.

  • g. In order to be valid, the form of proxy together with the 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 deposited with the branch share registrars of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

  • h. Any alteration made to this form of proxy should be initialled by the person who signs the form.

  • i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case maybe) if you so wish.

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