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China Silver Group Limited Proxy Solicitation & Information Statement 2026

Mar 26, 2026

49483_rns_2026-03-26_c1f5ef81-cfec-44fa-ad18-9a425c13f234.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.

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中國白銀集團

CHINA SILVER GROUP

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Silver Group Limited (the “Company”) will be held at Unit 5, 17/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 10 April 2026 at 2:00 p.m. for the considering and, if thought fit, approving (with or without modification) the following resolution:

ORDINARY RESOLUTION

"THAT:

(a) the subscription agreements (the “Subscription Agreements”) each dated 13 February 2026 entered into between China Silver Group Limited (the “Company”) as the issuer and each of the subscribers in the Subscription Agreements respectively in relation to the issue and allotment of an aggregate of 910,000,000 new ordinary shares of HK$0.01 each in the capital of the Company (the “Subscription Share(s)”) at the subscription price of HK$0.51 per Subscription Share and the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares) and all other matters incidental thereto and in connection therewith, be and are hereby approved, confirmed and ratified (as the case may be);


(b) the directors of the Company (“Director(s)”) be and are hereby granted a specific mandate (the “Specific Mandate”) to allot and issue the Subscription Shares, with such Specific Mandate being in addition to and not prejudicing or revoking any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution; and

(c) any Director or the company secretary of the Company be and is/are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal of the Company, where applicable) which he/she consider(s) necessary, desirable or expedient to give effect to the Subscription Agreements and transactions contemplated thereunder (including the allotment and issue of the Subscription Shares under the Specific Mandate) and to agree with such variation, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.”

By order of the Board

China Silver Group Limited

Chen Wantian

Chairman

Hong Kong, 26 March 2026

Principal Place of Business in Hong Kong:

Unit 5, 17/F, China Merchants Tower

Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan

Hong Kong


Notes:

  1. Every member entitled to attend and vote at the EGM (or at any adjournment thereof) is entitled to appoint another person as his proxy. Any member who holds two or more shares in the Company ("Shares") may appoint more than one proxy. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed. 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 EGM, 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 EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

  3. 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 share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M 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 EGM (i.e. not later than 2:00 p.m. on Wednesday, 8 April 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude a member from attending the EGM and voting in person if he so wishes. In the event of a member who has lodged a form of proxy attending the EGM, the form of proxy will be deemed to have been revoked.

  4. The register of members of the Company will be closed from Thursday, 2 April 2026 to Friday, 10 April 2026 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for the right to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 1 April 2026 for registration of transfer.

  5. The resolution set out in this notice shall be decided by poll.

  6. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises Mr. Chen Wantian and Mr. Song Guosheng as executive Directors; and Mr. Song Hongbing, Dr. Zeng Yilong and Ms. Song Fangxiu as independent non-executive Directors.

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