Silver Base : Announcements and Notices - - GRANT OF SHARE OPTIONS

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.

(Incorporated in the Cayman Islands with limited liability)

The Board announces that on 22 April 2015, the Company granted share options to certain directors and employees of the Group to subscribe for a total of 134,900,000
Shares, subject to acceptances by the Grantees.

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The board (the "Board") of directors (the "Directors" and individually, a "Director") of Silver Base Group Holdings Limited (the "Company", together with its subsidiaries, the "Group") announces that on 22 April 2015, the Company granted share options to certain directors and employees of the Group (the "Grantees") to subscribe for a total of 134,900,000 ordinary shares of HK$0.10 each in the capital of the Company (the "Shares"), subject to acceptances by the Grantees, under the share option scheme of the Company adopted on 20 February 2009 (the "Share Option Scheme"). Details of the share options granted are set out as follows:
Date of grant : 22 April 2015
Exercise price of : HK$1.09 per Share share options granted
Total number of Shares : 134,900,000 Shares (representing approximately to be subscribed for 9.999% of the total share capital in issue)
upon exercise of the
share options granted

1

Validity period of the : 6 years from the date of grant (i.e. from 22 April share options 2015 to 21 April 2021 (both days inclusive) subject to the following vesting periods and the approval of the
chief executive officer of the Company:
(i) the first 20% of the Shares under the share options shall be vested to and exercisable by the Grantees from the first anniversary of the date of grant;
(ii) the second 20% of the Shares under the share options shall be vested to and exercisable by the Grantees from the second anniversary of the date of grant;
(iii) the third 20% of the Shares under the share options shall be vested to and exercisable by the Grantees from the third anniversary of the date of grant;
(iv) the fourth 20% of the Shares under the share options shall be vested to and exercisable by the Grantees from the fourth anniversary of the date of grant; and
(v) the remaining 20% of the Shares under the share options shall be vested to and exercisable by the Grantees from the fifth anniversary of the date of grant.
The exercise price of HK$1.09 per Share represents (i) the same price as to the closing price of HK$1.09 per Share as quoted on the Stock Exchange on the date of grant of the share options; and (ii) a premium of 1.87% over the average of the closing prices of the Shares as quoted on the Stock Exchange for the 5 trading days up to and including 21
April 2015 (being the last trading day immediately preceding the date of grant of the share options) of HK$1.07 per Share.
Out of the share options granted, share options to subscribe for a total of 17,500,000
Shares were granted to Directors, the chief executive or substantial shareholder of the Company or their respective associates (as defined in Rule 1.01 of the Listing Rules) with details as follows:

2

Executive Directors:

Wang Jindong 6,000,000
Cheung Mei Sze 3,000,000

Non-executive Directors

Wu Jie Si 1,000,000
Chen Sing Hung Johnny 500,000
Joseph Marian Laurence Ozorio 500,000

Independent non-executive Directors

Hung Sui Kwan 1,000,000
Ma Lishan 500,000
Lee Kwok Keung Edward 500,000

Substantial shareholder of the Company

Luo Li (Note 1) 700,000
Su Yeqing (Note 2) 800,000
Liang Guofeng (Note 3) 300,000
Liang Guochun (Note 3) 100,000
Liang Guoai (Note 3) 100,000
Liang Guosheng (Note 4) 800,000
Liang Guoning (Note 4) 800,000
Liang Guoming (Note 5) 900,000

Note 1: As at the date of this announcement, Yinji Investments Limited holds 480,212,500 Shares representing approximately 35.59% of the issued share capital of the Company. The entire issued share capital of Yinji Investments Limited was beneficially owned by Grand Base Holdings Limited, a company incorporated in the British Virgin Islands and indirectly owned by a discretionary trust, the beneficiaries of which are Mr. Liang Guoxing, Ms. Luo Li, the spouse of Mr. Liang Guoxing, and Miss Liang Gia Li Melody, the daughter of Mr. Liang Guoxing. HSBC International Trustee Limited was a trustee of the discretionary trust as aforementioned. Mr. Liang Guoxing is the chairman, an executive Director, the chief executive officer and substantial shareholder of the Company.

Note 2: Ms. Su Yeqing is the sister-in-law of Mr. Liang Guoxing*.

Note 3: Mr. Liang Guofeng, Mr. Liang Guochun and Mr. Liang Guoai are the cousins of Mr. Liang

Guoxing*.

3

Note 4: Mr. Liang Guosheng and Mr. Liang Guoning are the brothers of Mr. Liang Guoxing*.

Note 5: Mr. Liang Guoming is the cousin of Mr. Liang Guoxing*.

* Mr. Liang Guoxing is the chairman, an executive Director, the chief executive officer and substantial of the Company.

Pursuant to Rule 17.04(1) of the Listing Rules and the provisions of the Share Option Scheme, the grant of share options to each of the abovementioned Directors and substantial shareholders have been approved by the independent non-executive Directors.
By Order of the Board

Chairman

Hong Kong, 22 April 2015

As at the date of this announcement, the Board comprises Mr. Liang Guoxing (Chairman), Mr. Wang Jindong and Ms. Cheung Mei Sze as executive Directors; Mr. Wu Jie Si, Mr. Chen Sing Hung Johnny and Mr. Joseph Marian Laurence Ozorio as non-e xecutive Director s; and M r. Hung Sui Kwan, M r. Ma Lishan and Mr. Lee Kwok Keung Edward as independent non-executive Directors.

4

distributed by