THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Silver Group Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of China Silver Group Limited is set out on pages 3 to 6 of this circular.

Resolutions will be proposed at the annual general meeting of China Silver Group Limited to be held at Regus Conference Centre, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 3 June 2019, at 2:30 p.m. or any adjournment thereof to approve the matters referred to in this circular.

The notice convening the annual general meeting together with the form of proxy for use at the annual general meeting are enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the Company's share registrar in Hong Kong, of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting (i.e. not later than 2:30 p.m. on Saturday, 1 June 2019 or the adjourned meeting (as the case may be)). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish. If you attend and vote at the annual general meeting, the authority of your proxy will be revoked.

30 April 2019

CONTENTS

Page

Definitions . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

3.

Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

4.

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

5.

Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

6.

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

7.

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

8.

Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

9.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

10.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Appendix I

- Explanatory Statement on Share Repurchase Mandate . . . . . . . . . .

7

Appendix II

- Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . .

10

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

− i −

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

"Annual General Meeting"

the annual general meeting of the Company to be held at

Regus Conference Centre, 35/F., Central Plaza, 18 Harbour

Road, Wanchai, Hong Kong on Monday, 3 June 2019 at 2:30

p.m. or any adjournment thereof and notice of which is set out

on pages 12 to 16 of this circular;

"Articles of Association"

the articles of association of the Company, as amended,

modified or otherwise supplemented from time to time, and

"Article" shall mean an Article of the Articles of Association;

"Associate"

shall have the meaning ascribed to it under the Listing Rules;

"Board"

the board of the Directors;

"Companies Law"

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated

and revised) of the Cayman Islands;

"Company"

China Silver Group Limited, an exempted company

incorporated in the Cayman Islands with limited liability, the

Shares of which are listed on the Main Board of the Stock

Exchange;

"Core Connected Persons"

shall have the meaning ascribed to it under the Listing Rules;

"Director(s)"

the director(s) of the Company;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC;

"Issue Mandate"

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;

"Latest Practicable Date"

23 April 2019, being the latest practicable date for

ascertaining certain information referred to in this circular

prior to the printing of this circular;

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange, as amended from time to time;

"Nomination Committee"

the nomination committee of the Board;

− 1 −

DEFINITIONS

"PRC"

the People's Republic of China;

"Remuneration Committee"

the remuneration committee of the Board;

"SFO"

Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong);

"Share(s)"

ordinary share(s) of HK$0.01 each in the capital of the

Company;

"Share Repurchase Mandate"

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;

"Shareholder(s)"

holder(s) of the Share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Takeovers Code"

the Code on Takeovers and Mergers issued by the Securities

and Futures Commission, as amended from time to time;

"%"

per cent.

− 2 −

LETTER FROM THE BOARD

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)

Executive Directors:

Registered Office:

Mr. CHEN Wantian (Chairman & Chief Executive Officer)

Cricket Square

Mr. SONG Guosheng

Hutchins Drive

Mr. CHEN Guoyu

P.O. Box 2681

Grand Cayman

Independent Non-executive Directors:

KY1-1111

Mr. SONG Hongbing

Cayman Islands

Dr. LI Haitao

Dr. ZENG Yilong

Head Office and Principal Place

of Business in the PRC:

Room 5A & 6 Floor

Baolin International

Gold Jewelry Trade Center,

2nd Building

3 Shuitian Second Street,

Shuibei Luohu District,

Shenzhen

PRC

Principal Place of Business

in Hong Kong:

Unit 1416

China Merchants Tower

168-200 Connaught Road Central

Hong Kong

30 April 2019

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to provide you with information relating to the proposed grant of the Issue Mandate and Share Repurchase Mandate, the re-election of Directors who are going to offer themselves for re-election at the Annual General Meeting, and to give you the notice of the Annual General Meeting.

− 3 −

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China Silver Group Ltd. published this content on 29 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 April 2019 10:07:08 UTC