China Silver Group Limited — Capital/Financing Update 2018

Mar 12, 2018

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.

This announcement is for information purposes only and does not constitute an invitation or offer, for securities of the Company.

==> picture [66 x 48] intentionally omitted <==

==> picture [124 x 32] intentionally omitted <==

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)

PROPOSED SPIN-OFF AND SEPARATE LISTING OF CSMALL GROUP LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE

GLOBAL OFFERING AND FINAL OFFER PRICE

APPLICATION AND ALLOCATION OF THE GLOBAL OFFERING

Please refer to the announcement published by CSMall on its website at www.csmall.com and the website of the Stock Exchange at www.hkexnews.hk on 12 March 2018 for information in respect of, among other things, the application and allocation of the Global Offering.

DETERMINATION OF THE FINAL OFFER PRICE

The final offer price for CSMall Shares in the Global Offering is HK$2.38 per CSMall Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

Shareholders and potential investors of the Company should be aware that the there is no assurance that the Proposed Spin-off and the Global Offering will proceed. If the Proposed Spin-Off does not proceed for any reason, the Distribution will not be made. Shareholders and potential investors of the Company should therefore exercise caution when dealing in or investing in the securities of the Company. If in any doubt, Shareholders and potential investors of the Company are recommended to consult their professional advisers.

−1 −

INTRODUCTION

Reference is made to the announcements of China Silver Group Limited (the “ Company ”) dated 30 August 2017, 28 November 2017, 11 December 2017, 15 December 2017, 6 February 2018 and 28 February 2018 and the circular of the Company dated 28 November 2017 (the “ Circular ”) in relation to the Proposed Spin-Off. Unless the content otherwise specifies, terms used in this announcement shall have the same meanings as those defined in the Circular.

APPLICATION AND ALLOCATION OF THE GLOBAL OFFERING

Please refer to the announcement published by CSMall on its website at www.csmall.com and the website of the Stock Exchange at www.hkexnews.hk on 12 March 2018 for information in respect of, among other things, the application and allocation of the Global Offering. DETERMINATION OF THE FINAL OFFER PRICE The final offer price for CSMall Shares in the Global Offering is HK$2.38 per CSMall Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

If the Global Offering proceeds at the final offer price of HK$2.38 per CSMall Share, the market capitalisation of CSMall immediately following completion of the Global Offering will be approximately HK$2,507.5 million (assuming the Over-allotment Option (as defined below) is not exercised).

INTERNATIONAL UNDERWRITING AGREEMENT

On 11 March 2018, the Company entered into an international underwriting agreement (the “ International Underwriting Agreement ”) relating to the international offering of new CSMall Shares (the “ International Offering ”) with, among others, CSMall and the underwriters of the International Offering (the “ International Underwriters ”).

Under the International Underwriting Agreement, the International Underwriters have agreed, subject to certain conditions set out therein, to subscribe or procure subscribers, or purchase or procure purchasers, as the case may be, for all of the CSMall Shares being initially offered in the International Offering at the final offer price of HK$2.38 per CSMall Share (exclusive of brokerage of 1.0%, the SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005%).

−2 −

In addition, under the International Underwriting Agreement, CSMall has granted an over-allotment option (the “ Over-allotment Option ”) to the International Underwriters, exercisable by China Merchants Securities (HK) Co., Limited (“ China Merchants Securities ”) on behalf of the International Underwriters. Pursuant to the Over-allotment Option, CSMall may be required to allot and issue up to 29,127,598 additional CSMall Shares, representing in aggregate approximately 15% of the CSMall Shares being initially offered under the Global Offering to, among other things, cover over-allocations in the International Offering, if any.

STOCK BORROWING AGREEMENT

On 11 March 2018, the Company entered into a stock borrowing agreement with China Merchants Securities, pursuant to which China Merchants Securities may borrow from the Company up to an aggregate of 29,127,598 CSMall Shares, representing up to 15% of the CSMall Shares initially available under the Global Offering, for settlement of over-allocations in the International Offering, if any.

LISTING DATE

Assuming completion of the Global Offering occurs in accordance with the current timetable, (i) CSMall is expected to be listed on the Main Board of the Stock Exchange on Tuesday, 13 March 2018 and (ii) the CSMall Shares are expected to commence dealing on the Main Board of the Stock Exchange at 9:00 a.m. on Tuesday, 13 March 2018. The CSMall Shares will be traded in board lots of 1,000 CSMall Shares each and the stock code of CSMall is 1815.

GENERAL

The Global Offering is subject to, among other things, (i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the CSMall Shares; and (ii) the obligations of the underwriters under the Hong Kong Underwriting Agreement and the International Underwriting Agreement becoming unconditional and not having been terminated in accordance with the terms of the respective agreements.

Shareholders and potential investors of the Company should be aware that the there is no assurance that the Proposed Spin-off and the Global Offering will proceed. If the Proposed Spin-Off does not proceed for any reason, the Distribution will not be made. Shareholders and potential investors of the Company should therefore exercise caution when dealing in or investing in the securities of the Company. If in any doubt, Shareholders and potential investors of the Company are recommended to consult their professional advisers.

−3 −

Further announcement(s) will be made by the Company in respect of the Proposed Spin-off and the Global Offering as and when appropriate.

By order of the Board China Silver Group Limited Moy Yee Wo Matthew Company Secretary

Hong Kong, 12 March 2018

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.

−4 −