China Silver Group Limited — AGM Information 2016

Apr 26, 2016

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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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)

CLARIFICATION ANNOUNCEMENT

References are made to (i) the circular of China Silver Group Limited (the “ Company ”) dated 22 April 2016 (the “ AGM Circular ”) relating to the proposals for general mandates to issue and repurchase shares, re-election of directors and notice of annual general meeting; (ii) the form of proxy for use by shareholders at the annual general meeting (the “ AGM Proxy Form ”) and (iii) the notice of annual general meeting dated 22 April 2016 (the “ AGM Notice ”). Definitions and terms used herein, unless the context requires otherwise, shall bear the same meanings as those defined in the AGM Circular, the AGM Proxy Form and the AGM Notice.

The Board noticed inadvertent errors in the AGM Circular, AGM Proxy Form and AGM Notice and would like to make the following clarifications:

1. The meaning of “Issue Mandate” on page 1 of the AGM Circular shall be amended and read as follows:

“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 total number of issued Shares of the Company as at the date of the passing of the relevant resolution approving such grant;”

1. The meaning of “Share Repurchase Mandate” on page 2 of the AGM Circular shall be amended and read as follows:

“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 total number of issued Shares of the Company as at the date of the passing of the relevant resolution approving such grant;”

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1. Page 4 of the AGM Circular shall be amended and read as follows:

“ 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 total number of issued Shares of the Company as at the date of the passing of such ordinary resolution. As at the Latest Practicable Date, there were 1,433,346,589 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 authorised to allot, issue and deal with up to a maximum of 286,669,317 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 number of Shares equal to the total number of Shares repurchased under the Share Repurchase Mandate.

...

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 total number of issued Shares of the Company as at the date of passing of such ordinary resolution. As at the Latest Practicable Date, there were 1,433,346,589 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 will be authorised to repurchase a maximum of 143,334,658 Shares under the Share Repurchase Mandate.

...”

1. Resolution 4A(c) in the AGM Notice and page 14 of the AGM Circular shall be amended and read as follows:

   • “(c) the total number of Shares 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)

• ...

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• (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 total number of issued Shares of the Company as 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 total number of Shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 percent of the total number of issued Shares of the Company as at the date of passing of this resolution),

and the said approval shall be limited accordingly; and”

1. Resolution 4B(b) in the AGM Notice and page 16 of the AGM Circular shall be amended and read as follows:

   • “(b) the total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 percent of the total number of issued Shares of the Company as at the date of passing of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and”

2. Resolution 4C in the AGM Notice and page 16 of the AGM Circular shall be amended and read as follows:

“ THAT conditional upon resolutions no. 4A and 4B above being passed, the unconditional general mandate granted to the Directors 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 which would or might require the exercise of such powers pursuant to resolution no. 4A above be and is hereby extended by the addition thereto of an amount representing the total number of Shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 4B above, provided that such amount shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing of the said resolution.”

1. Resolution 4 in the AGM Proxy Form shall be amended and read as follows:

   • “A. To grant a general mandate to the Directors to allot, issue and deal with additional Shares in the Company not exceeding 20% of the total number of issued Shares of the Company as at the date of the passing of the relevant resolution.

   • B. To grant a general mandate to the Directors to repurchase Shares in the Company not exceeding 10% of the total number of issued Shares of the Company as at the date of the passing of the relevant resolution.

   • C. To extend the general mandate granted to the Directors to allot, issue and deal with additional Shares by the amount representing the total number of issued Shares of the Company repurchased by the Company.”

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The above-mentioned clarifications do not affect any other information contained in the AGM Circular, AGM Proxy Form and AGM Notice and, save as disclosed above, all other information in the AGM Circular, AGM Proxy Form and AGM Notice shall remain unchanged. This clarification announcement shall be supplemental to and should be read in conjunction with the AGM Circular, AGM Proxy Form and AGM Notice, and in that connection, the existing AGM Circular, AGM Proxy Form and AGM Notice in the form as they are will continue to be valid.

By order of the Board China Silver Group Limited Sung Kin Man Chief Executive Officer and Executive Director

Hong Kong, 26 April 2016

As at the date of this announcement, the executive directors of the Company are Mr. Chen Wantian, Mr. Sung Kin Man, Mr. Song Guosheng and Mr. Chen Guoyu; and the independent non-executive directors of the Company are Mr. Guo Bin, Mr. Song Hongbing, Dr. Li Haitao and Dr. Zeng Yilong.

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