Silver Base : Announcements and Notices - - NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

(Incorporated in the Cayman Islands with limited liability)

2:30 p.m. (or any adjournment thereof) for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 March 2015.
2. To re-elect the Directors named below (each as a separate resolution): (a) Mr. Wang Jindong as executive Director.
(b) Mr. Wu Jie Si as non-executive Director.
(c) Mr. Hung Sui Kwan as independent non-executive Director.
3. To authorise the board of Directors to fix the Directors' remuneration.
4. To re-appoint Messrs. Ernst & Young as auditors of the Company for the year ending 31 March 2016 and to authorise the board of Directors to fix their remuneration.
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5. To consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (the " Shares " ) or securities convertible or exchangeable into Shares, and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) t h e a g g r eg a t e n u m b e r o f S h a r e s a l l o t t e d o r a g r e e d c o n d i t i o n a l l y o r unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of any options granted under the existing share option scheme of the Company;
(iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or
(iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;
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shall not exceed the aggregate of:
(aa) 20 per cent of the total number of issued Shares as at the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of Shares r e p u r c h a s e d b y t h e C o m p a ny s u b s e q u e n t t o t h e p a s s i n g o f t h i s resolution (up to a maximum equivalent to 10 per cent of the total number of issued Shares as at the date of the passing of resolution no.
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and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the "Companies Law") or any other applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the sharehold ers of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
"Rights Issue" means an offer of Shares, or offer or issue 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 register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."
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6. To consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, "Relevant Period" means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolu tion by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
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7. To consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution:
"THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 5 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of that resolution."
8. To consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution:
"THAT (a) subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options granted under the Renewed Scheme Mandate (as defined below), the maximum number of Shares in respect of which options may be granted under the share option scheme of the Company adopted on 20 February 2009 (the "Share Option Scheme") be renewed provided that the total number of Shares in respect of which options may be granted under the Share Option Scheme under such maximum number of Shares as renewed must not exceed 10 per cent of the total number of Shares in issue as at the date of passing of this resolution (the "Renewed Scheme Mandate") and (b) the Directors be and they are hereby authorised, subject to compliance with the Listing Rules, to do such act and execute such documents to effect the Renewed Scheme Mandate, to grant options under the Share Option Scheme up to the Renewed Scheme Mandate and to exercise all the powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such options."
By Order of the Board

Company Secretary

Hong Kong, 20 July 2015

Registered office: Head office and principal place of

Cricket Square business in Hong Kong: Hutchins Drive Room 1802-03, 18th Floor P.O. Box 2681 Far East Finance Centre Grand Cayman KY1-1111 16 Harcourt Road
Cayman Islands Hong Kong
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Notes:

1. A member entitled to attend and vote at the annual general meeting of the Company convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting of the Company to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company's branch share registrar and transfer office 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 for holding the annual general meeting of the Company or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting of the Company or any adjournment thereof, should he so wish and in such event, the form of proxy shall be deemed to be revoked.

3. The register of members of the Company will be closed from Wednesday, 19 August 2015 to Friday, 21 August 2015, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the annual general meeting of the Company, all transfers of Shares accompanied by the relevant share certificates and transfer form must be lodged for registration with the Company's branch share registrar and transfer office 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 not later than 4:30 p.m. (Hong Kong time) on Tuesday, 18 August 2015.

As at the date of this notice, 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-executive Directors; and Mr. Hung Sui Kwan, Mr. Ma Lishan and Mr. Lee Kwok Keung Edward as independent non-executive Directors.

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