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A Metaverse Company — Proxy Solicitation & Information Statement 2017
Aug 25, 2017
50040_rns_2017-08-25_f5153502-85f0-4478-949f-b18b40cb1448.pdf
Proxy Solicitation & Information Statement
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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.
Silverman Holdings Limited 銀仕來控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1616)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Silverman Holdings Limited (the “ Company ”) will be held at Building A10, 50 Anjialou, Chaoyang District, Beijing, the People’s Republic of China on Monday, 18 September 2017 at 2:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions:
ORDINARY RESOLUTION
- “ THAT 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
- “ THAT 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.”
By order of the Board Silverman Holdings Limited Liu Dong Chairman
Shandong, the PRC, 25 August 2017
Registered office in the Cayman Islands: Principal place of P.O. Box 309 Kong: Ugland House 18/F, Tesbury Centre Grand Cayman KY1-1104 28 Queen’s Road East Cayman Islands Wanchai Hong Kong
Principal place of business in Hong Kong:
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Notes:
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(1) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.
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(2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.
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(3) 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 registrar and transfer office 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 (i.e. Saturday, 16 September 2017 at 2:30 p.m.) before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).
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(4) Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoke.
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(5) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
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(6) The register of members of the Company will be closed from Thursday, 14 September 2017 to Monday, 18 September 2017, both days inclusive, during which period no share transfers can be registered. In order to be eligible for attending and voting at the EGM, 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 Wednesday, 13 September 2017.
As at the date of this notice, the Board comprises eight Directors, namely Mr. LIU Dong, Mr. LIU Zongjun, Ms. CHEN Chen, Mr. HE Han and Mr. TAN Bin as executive Directors; and Mr. WANG Liangliang, Mr. LAM Kai Yeung and Mr. GAO Gordon Xia as independent non-executive Directors.
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