China Silver Group Limited — AGM Information 2013

Mar 21, 2013

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 licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Silver Group Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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CHINA SILVER GROUP LIMITED 中國白銀集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 815)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of China Silver Group Limited is set out on pages 3 to 6 of this circular.

Resolutions will be proposed at the Annual General Meeting of China Silver Group Limited to be held at 35/F, Central Plaza, Regus Conference Center, 18 Harbour Road, Hong Kong on 25 April 2013 at 3 p.m. to approve the matters referred to in this circular.

The notice convening the Annual General Meeting together with the form of proxy for use at the Annual General Meeting are enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the Company’s branch share registrar in Hong Kong, of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

21 March 2013

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Shares Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – Explanatory Statement on Share Repurchase Mandate. . . . . . .	7
**Appendix **	II – Details of Retiring Directors Proposed for Re-election . . . . . . .	10
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “Annual General Meeting” the annual general meeting of the Company to be held at 35/F, Central Plaza, Regus Conference Center, 18 Harbour Road, Hong Kong on 25 April 2013 at 3 p.m.;

• “Articles of Association” the articles of association of the Company, and “Article” shall mean an Article of the Articles of Association;

• “Auditors” the auditors of the Company at the relevant time;

• “Board” the board of Directors of the Company;

• “Company”

• China Silver Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

• “Connected Persons” shall have the meaning ascribed to it under the Listing Rules;

• “Controlling Shareholder” shall have the meaning ascribed to it under the Listing Rules;

• “Director(s)” the director(s) of the Company;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC;

• “Issue Mandate”

the general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and otherwise deal with additional Shares of up to a maximum of 20% of the issued share capital of the Company at the date of the passing of the relevant resolution approving such grant;

• “Latest Practicable Date”

11 March 2013, being the latest practicable date for ascertaining certain information referred to in this circular prior to the printing of this circular;

– 1 –

DEFINITIONS

“Listing Date”

• “Listing Rules”

• “PRC”

• “SFO”

• “Share(s)”

• “Share Repurchase Mandate”

• “Shareholder(s)”

• “Stock Exchange”

• “Substantial Shareholder”

• “Takeovers Code”

the date, 28 December 2012, on which dealing in the Shares commenced in the Stock Exchange;

the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;

the People’s Republic of China;

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

share(s) of HK$0.01 each of the Company;

the general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares up to a maximum of 10% of the issued share capital of the Company at the date of the passing of the relevant resolution approving such grant;

holder(s) of Share(s);

The Stock Exchange of Hong Kong Limited;

• shall have the meaning ascribed to it under the Listing Rules;

The Hong Kong Code on Takeovers and Mergers approved by the Securities and Futures Commission from time to time.

– 2 –

LETTER FROM THE BOARD

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CHINA SILVER GROUP LIMITED 中國白銀集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 815)

Executive Directors: Mr. CHEN Wantian (Chairman and Chief Executive Officer) Mr. SONG Guosheng Mr. CHEN Guoyu

Independent Non-executive Directors: Mr. LI Haitao Mr. JIANG Tao Mr. ZENG Yilong

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal Place of Business in the PRC: Western Industrial Park Yongfeng County Jian City Jiangxi Province PRC

Principal Place of Business in Hong Kong: 35/F, Bank of China Tower, 1 Garden Road Central, Hong Kong

21 March 2013

To the Shareholders

Dear Sir or Madam,

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

– 3 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information relating to the proposed grant of the Issue Mandate and Share Repurchase Mandate, the re-election of retiring Directors who are going to retire and offer themselves for re-election at the Annual General Meeting, and to give you the notice of the Annual General Meeting.

2. ISSUE MANDATE

At the Annual General Meeting, it will be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all the powers of the Company to allot, issue and deal with new Shares up to a maximum of 20% of the issued share capital of the Company as at the date of the passing of such ordinary resolution. As at the Latest Practicable Date, there were 906,186,000 Shares in issue. Subject to the passing of the relevant ordinary resolution to approve the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company will be authorized to allot, issue and deal with up to a maximum of 181,237,200 Shares under the Issue Mandate.

In addition, it is further proposed, by way of a separate ordinary resolution, that the Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of an aggregate nominal value equal to the aggregate nominal value of the share capital of the Company repurchased under the Share Repurchase Mandate.

The Issue Mandate, if granted, will continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or (b) the expiration of the period within which the next annual general meeting of the Company is required to be held under its Articles of Association or the laws applicable to the Company; or (c) it is revoked or varied by an ordinary resolution passed at a general meeting of the Company.

3. SHARE REPURCHASE MANDATE

At the Annual General Meeting, it will also be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all the powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the issued share capital at the date of passing of such ordinary resolution. As at the Latest Practicable Date, there were 906,186,000 Shares in issue. Subject to the passing of the relevant ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be authorized to repurchase a maximum of 90,618,600 Shares under the Share Repurchase Mandate.

The Share Repurchase Mandate, if granted, will continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or (b) the expiration of the period within which the next annual general meeting of the Company is required to be held under its Article of Association or the laws applicable to the Company; or (c) it is revoked or varied by an ordinary resolution passed at a general meeting of the Company.

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LETTER FROM THE BOARD

An explanatory statement containing information relating to the Share Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I on pages 7 to 9 of this circular.

4. RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Chen Wantian, Mr. Song Guosheng and Mr. Chen Guoyu are the Executive Directors; and Dr. Li Haitao, Dr. Jiang Tao and Dr. Zeng Yilong are the Independent Non-executive Directors.

Pursuant to Article 108 of the Company’s Articles of Association, Mr. Chen Wantian, Mr. Song Guosheng, Mr. Chen Guoyu, Dr. Li Haitao, Dr. Jiang Tao and Dr. Zeng Yilong will retire at the Annual General Meeting by rotation. All retiring Directors, being eligible, will offer themselves for re-election at the forthcoming annual general meeting.

Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II on pages 10 to 12 of this circular.

5. VOTING BY POLL

All the resolutions set out in the notice of the Annual General Meeting will be decided by poll in accordance with the Listing Rules. The poll results will be published on the Company’s website at www.chinasilver.hk and the Stock Exchange’s website at www.hkexnews.hk after the conclusion of the Annual General Meeting.

6. ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 13 to 17 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the Company’s branch share registrar in Hong Kong, of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting if you so wish.

7. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Share Repurchase Mandate) and Appendix II (Details of Retiring Directors Proposed for Re-election) to this circular.

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LETTER FROM THE BOARD

8. CLOSURE OF REGISTER OF MEMBERS

The register of members will be closed from 23 April 2013 to 25 April 2013, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the attending and voting at the forthcoming annual general meeting of the Company, all transfers documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share register in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on 22 April 2013.

9. RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate; (ii) the grant of the Share Repurchase Mandate and (iii) the re-election of retiring Directors as set out respectively in the notice of the Annual General Meeting are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all such resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of China Silver Group Limited Chen Wantian Chairman

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EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

APPENDIX I

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Share Repurchase Mandate to be proposed at the Annual General Meeting.

1. SHARE REPURCHASE PROPOSAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 906,186,000 fully paid-up Shares. It is proposed that up to a maximum of 10 percent of the fully paid-up Shares in issue at the date of passing of the relevant resolution to approve the Share Repurchase Mandate may be repurchased by the Directors. Subject to the passing of the Share Repurchase Resolution, on the basis that no further Shares are issued between the Latest Practicable Date and the Annual General Meeting and ignoring other restrictions, the Company would be allowed under the Share Repurchase Mandate to repurchase up to a maximum of 90,618,600 fully paid-up Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASES

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 laws of the Cayman Islands.

The Directors propose that such repurchases of Shares will be appropriately financed by the Company’s internal resources and/or available banking facilities. There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2012 and taking into account the financial position of the Company as at the Latest Practicable Date, in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

APPENDIX I

4. DIRECTORS’ UNDERTAKING AND CONNECTED PERSONS

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

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

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares held by them to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of its Shares.

5. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share repurchase, any such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of Shareholders’ interests) 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, Rich Union Enterprises Limited was directly or indirectly interested in 397,080,000 Shares as disclosed under the SFO, which constituted approximately 43.8 percent of the voting rights attaching to the issued share capital of the Company. If the Share Repurchase Mandate is exercised in full, which is considered to be unlikely in the current circumstances, Rich Union Enterprises Limited will (assuming that there is no change in relevant facts and circumstances) hold approximately 48.7 per cent of the voting rights attaching to the issued share capital of the Company.

The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases made pursuant to the Share Repurchase Mandate. Nevertheless, the Directors have no present intention to exercise the Share Repurchase Mandate and will not effect repurchase to such an extent which would result in the Company failing to comply with Rule 8.08 of the Listing Rules which requires a public float of 25%.

6. SHARE REPURCHASES MADE BY THE COMPANY

There was no repurchase by the Company of the Shares from the Listing Date to the Latest Practicable Date.

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EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

APPENDIX I

7. MARKET PRICES

The Company was listed on 28 December 2012. Since the Listing Date and up to the Latest Practicable Date, the highest and lowest prices at which the Shares were traded on the Stock Exchange are as follows:

		Shares
		Highest	Lowest
Year	Month	Price	Price
		HK$	HK$
2012	December (since the Listing Date)	1.47	1.33
2013	January	1.57	1.32
	February	1.38	1.17
	March (up to the Latest Practicable Date)	1.41	1.24

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Chen Wantian (陳萬天) , aged 39, is the chairman, the chief executive officer, and an executive Director of the Company. He is a co-founder of the Group and was appointed to the Board on July 19, 2012. Mr. Chen Wantian has approximately ten years of experience in the nonferrous metal mining and processing industry. Since May 2002, Mr. Chen Wantian has served as director and deputy general manager of Jiangxi Longtianyong Nonferrous Metals Co., Ltd.. He is responsible for the overall corporate strategies, management, planning and business development of the Group. Mr. Chen Wantian is the vice-president of Shanghai City Putuo District Silver Institute (上海市普陀區白銀協會). Mr. Chen Wantian obtained a diploma of economic management in Hangzhou University (杭州大學) (now known as Zhejiang University (浙江大學) and has been undertaking the Executive Master of Business Administration program at Huazhong University of Science & Technology (華中科技大學) since 2009.

Mr. Chen had entered into a service contract with the Company for a term of three years commencing from the Listing Date. He does not receive any director’s fee but is entitled to receive emoluments of HK$1,200,000 per annum and a discretionary bonus from the Group as determined by the Board with reference to his responsibility, workload, time devoted, contribution to the Group, salaries paid by the comparable companies and prevailing market conditions.

As at the latest Practicable Date, Mr. Chen was deemed to be interested in a total of 397,080,000 Shares of which the Shares were held by Rich Union Enterprises Limited. Mr. Chen did not hold any directorship in other listed public companies.

Mr. Song Guosheng (宋國生) , aged 50, is the vice president and an executive Director of the Company. Mr. Song joined the Group in 2002 and was appointed to the Board on August 16, 2012. Mr. Song has approximately 17 years of experience in the production management in the non-ferrous metallurgical industry. He is responsible for production management of the Group. Mr. Song graduated from Suzhou University of Science and Technology Trade Unions (蘇州職工科技大學) in July 2004 with a diploma of business management.

Mr. Song had entered into a service contract with the Company for a term of three years commencing from the Listing Date. He does not receive any director’s fee but is entitled to receive emoluments of HK$1,000,000 per annum and a discretionary bonus from the Group as determined by the Board with reference to his responsibility, workload, time devoted, contribution to the Group, salaries paid by the comparable companies and prevailing market conditions.

As at the latest Practicable Date, Mr. Song did not have any interest in the shares of the Company. Mr. Song did not hold any directorship in other listed public companies.

Mr. Chen Guoyu (陳國裕) , aged 64, is the vice president and an executive Director of the Company. Mr. Chen joined the Group in 2011 and was appointed to the Board on August 16, 2012. He is responsible for strategic and development planning, management and human resources development of the Group. Mr. Chen graduated at Zhejiang University (浙江大學) with a master’s degree in philosophy.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Chen had entered into a service contract with the Company for a term of three years commencing from the Listing Date. He does not receive any director’s fee but is entitled to receive emoluments of HK$800,000 per annum and a discretionary bonus from the Group as determined by the Board with reference to his responsibility, workload, time devoted, contribution to the Group, salaries paid by the comparable companies and prevailing market conditions.

As at the latest Practicable Date, Mr. Chen did not have any interest in the shares of the Company. Mr. Chen did not hold any directorship in other listed public companies.

Dr. Li Haitao (李海濤) , age 43, was appointed as an independent non-executive Director on 5 December 2012. Dr. Li has extensive research experience in area of hedging, derivatives and risk management. Dr. Li is currently appointed as Sparks Whirlpool Corporation Professor at Stephen M. Ross School of Business, University of Michigan. Dr. Li undertook the Ph.D program in geophysics at Yale University between 1991 and 1992. He received his Ph.D in finance from Yale University in 1998.

The Company has entered into a letter of appointment with Dr. Li for a term of three years commencing from 5 December 2012 and either he or the Company may terminate such appointment at any time by giving at least three months’ notice in writing to the other. Save as disclosed, there is no other service contract entered into between Dr. Li and the Company. Dr. Li is entitled to a Director fee of HK$200,000 per annum. The remuneration of all Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Director’s contributions, experience and relevant duties and responsibilities within the Company.

As at the latest Practicable Date, Dr. Li did not have any interest in the shares of the Company. Dr. Li did not hold any directorship in other listed public companies.

Dr. Jiang Tao (姜濤) , aged 49, was appointed as an independent non-executive Director on 5 December 2012. Dr. Jiang has more than 20 years of experience in mineral processing and chemical metallurgy study and research. He is the dean of the School of Minerals Processing and Bioengineering at Central South University (中南大學). Dr. Jiang obtained his bachelor’s degree, master’s degree and doctoral degree in Engineering at Central South University (中南 大學) in 1983, 1986 and 1990 respectively.

The Company has entered into a letter of appointment with Dr. Jiang for a term of three years commencing from 5 December 2012 and either he or the Company may terminate such appointment at any time by giving at least three months’ notice in writing to the other. Save as disclosed, there is no other service contract entered into between Dr. Jiang and the Company. Dr. Jiang is entitled to a Director fee of HK$200,000 per annum. The remuneration of all Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Director’s contributions, experience and relevant duties and responsibilities within the Company.

– 11 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

As at the latest Practicable Date, Dr. Jiang did not have any interest in the shares of the Company. Dr. Jiang did not hold any directorship in other listed public companies.

Dr. Zeng Yilong (曾一龍) , aged 41, was appointed as an independent non-executive Director on 5 December 2012. Dr. Zeng has over 17 years of experience in accounting, auditing and financial management. Dr. Zeng is the vice chief accountant of Datang Telecom Technology & Industry Group (大唐電信科技產業集團), a state-owned enterprise principally engaged in the production of high technology electronic information system components. Dr. Zeng obtained his master’s degree in Business Administration and a doctoral degree in Business Administration (Accounting) from Xiamen University (廈門大學) in July 2000 and December 2006, respectively.

The Company has entered into a letter of appointment with Dr. Zeng for a term of three years commencing from 5 December 2012 and either he or the Company may terminate such appointment at any time by giving at least three months’ notice in writing to the other. Save as disclosed, there is no other service contract entered into between Dr. Zeng and the Company. Dr. Zeng is entitled to a Director fee of HK$200,000 per annum. The remuneration of all Directors are determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Director’s contributions, experience and relevant duties and responsibilities within the Company.

As at the latest Practicable Date, Dr. Zeng did not have any interest in the shares of the Company. Dr. Zeng did not hold any directorship in other listed public companies.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

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CHINA SILVER GROUP LIMITED 中國白銀集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 815)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Silver Group Limited (the “Company”) will be held at 35/F, Central Plaza, Regus Conference Center, 18 Harbour Road, Hong Kong on 25 April 2013 at 3 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and the auditors for the year ended 31 December 2012;

2. To re-elect retiring directors of the Company (the “ Director ”) and to authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors;

3. To re-appoint Deloitte Touch Tohmatsu as auditors of the Company and to authorise the Board to fix their remuneration;

4. As special business to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions with or without amendments:

ORDINARY RESOLUTIONS

• A. “ THAT :

• (a) subject to paragraph (c) below and in substitution for all previous authorities, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into Shares, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and other rights, or issue warrants and other securities, which would or might require the exercise of such powers after the end of the Relevant Period;

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of:

• (i) a Rights Issue (as defined below); or

• (ii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to option holders of Shares; or

• (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company; or

• (iv) any adjustment, after the date of grant or issue of any options, rights to subscribe or other securities referred to above, in the price at which Shares shall be subscribed, and/or in the number of Shares which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities; or

• (v) a specified authority granted by the shareholders of the Company (the “ Shareholders ”) in general meeting,

shall not exceed the aggregate of:

• (aa) 20 percent of the issued share capital of the Company in issue at the date of passing of this Resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the Shareholders) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 percent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution),

and the said approval shall be limited accordingly; and

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any other applicable laws of the Cayman Islands to be held; or

• (iii) the revocation, variation or renewal of this Resolution by an ordinary resolution of the Shareholders in general meeting.

“ Rights Issue ” means an offer of Shares, or an offer of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares (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 outside Hong Kong).”

• B. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase its own Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares to be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any other applicable laws of the Cayman Islands to be held; or

• (iii) the revocation, variation or renewal of this Resolution by an ordinary resolution of the Shareholders in general meeting.”

• C. “ THAT , conditional upon the passing of Resolution No. 4B, the general mandate granted to the Directors (pursuant to Resolution No. 4A or otherwise) and for the time being in force to exercise the powers of the Company to allot Shares be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted by the resolution set out as Resolution No. 4B.”

By Order of the Board Moy Yee Wo Matthew Company Secretary

Hong Kong, 21 March 2013

Principal Place of Business in Hong Kong:

35/F, Bank of China Tower,

1 Garden Road, Central,

Hong Kong

Notes:

1. Every member is entitled to attend and vote at the above meeting (or at any adjournment thereof) (the “AGM”) is entitled to appoint another person as his proxy. Any member who holds 2 or more Shares may appoint more than one proxy. A proxy need not be a member of the Company. The number of proxies appointed by a clearing house (or its nominee) is not subject to the aforesaid limitation.

2. Where there are joint holders of any share, any one of such persons may vote at the AGM, 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 holders be present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the registers of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. To be valid, a 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 that power or authority), must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not be preclude a member from attending the Annual General Meeting and voting in person if he so wishes.

2. The register of members of the Company will be closed from 23 April 2013 to 25 April 2013, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the forthcoming annual general meeting of the Company, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at the above address not later than 4:30 p.m. on 22 April 2013.

3. All the resolutions set out in this notice shall be decided by poll.

As at the date hereof, the Board comprises Mr. Chen Wantian, Mr. Song Guosheng and Mr. Chen Guoyu as Executive Directors; Dr. Li Haitao, Dr. Jiang Tao and Dr. Zeng Yilong as Independent Non-executive Directors.

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