A Metaverse Company — Proxy Solicitation & Information Statement 2017

Jan 17, 2017

Silverman Holdings Limited 銀 仕 來 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1616)

FORM OF PROXY

Form of proxy for use by shareholders at the general meeting of Silverman Holdings Limited (the ‘‘Company’’) to be convened and held at 2:00 p.m. on 6 February 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 of the Company hereby appoint the Chairman of the meeting or (note c) of to act as my/our proxy (note c) at the general meeting of the Company to be held at 2:00 p.m. on 6 February 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 make a mark 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 17 January 2017 unless the context requires otherwise.

		ORDINARY RESOLUTION	FOR	AGAINST
1.	To consider, and if thought fit, to approve:
	THAT:
	(a)	the subscription agreement dated 21 December 2016 entered into between the Company and Dragon
		Investment Advisory Company Limited (the ‘‘Subscriber’’) in relation to the issue of the unlisted
		bonds in an aggregate principal amount of HK$300,000,000 (the ‘‘Bonds’’) by the Company to the
		Subscriber and the transactions contemplated thereunder be and are hereby approved, ratified and
		confirmed;
	(b)	the directors of the Company be and are hereby granted a specific mandate to exercise powers of the
		Company to issue and allot such number of shares of the Company as may be required to be issued
		and allotted upon exercise of the conversion rights attached to the Bonds at the conversion price of the
		Bonds (subject to adjustments in accordance with the terms of the Bonds) (including, for the avoidance
		of doubt, such additional number of shares of the Company that may be required to be issued and
		allotted upon the exercise of the conversion rights attached to the Bonds following adjustments to the
		conversion price of the Bonds); and
	(c)	any one or more directors of the Company be and are hereby authorised to sign, execute, perfect,
		deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in
		their discretion consider necessary, desirable or expedient in connection with (1) the performance of
		the rights and/or obligations under the Subscription Agreement and in accordance with the terms of the
		Bonds and (2) the issue and allotment of the shares of the Company upon exercise of the conversion
		rights attached to the Bonds at the conversion price of the Bonds (subject to adjustments in accordance
		with the terms of the Bonds).
2.	THAT,	each as a separate resolution:
	(a)	Mr. He Han be and is hereby re-elected as an executive director of the Company; and
	(b)	Mr. Tan Bin be and is hereby re-elected as an executive director of the Company.

Dated this

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. Ameetingproxy asneedyournotproxy,be a memberplease deleteof thetheCompanywords ‘‘butthe mustChairmanattendofthethemeetingmeetinginorperson’’ and insertto representthe nameyou.andIf addressyou wishof totheappointpersonsomeappointedpersonproxyotherinthanthe thespaceChairmanprovided.of the

• d. ‘‘IfAgainstyou wish’’. Iftothisvoteformfor thereturnedresolutionis dulyset signedout above,but withoutplease tickspecific(‘‘✓’’direction) the box onmarkedthe proposed‘‘For’’. Ifresolution,you wish theto voteproxyagainstwill votethe resolution,or abstain pleaseat his discretiontick (‘‘✓’’)intherespectbox markedof 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. authority,In order tomustbe valid,be depositedthe formwithof proxythe branchtogethersharewithregistrarsthe powerofoftheattorneyCompanyor otherin Hongauthority,Kong, ifTricorany, underInvestorwhichServicesit is signedLimited,or ata notariallyLevel 22, certifiedHopewellcopyCentre,of such183powerQueenor’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.