(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 886)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

TO BE HELD ON FRIDAY, 23 AUGUST 2019 AT 2:30 P.M.

(OR AT ANY ADJOURNMENT THEREOF)

I/We (note a)

of

being the registered holder(s) of

(note b) shares of HK$0.10 each (the "Shares") of Silver Base

Group Holdings Limited (the "

Company") hereby appoint the chairman of the

Meeting, or

of

to act as my/our proxy (note c) at the annual general meeting of the Company (the "Meeting") to be held at Edinburgh Room, 2/F, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 23 August 2019 at 2:30 p.m. or at any adjournment thereof and to vote on my/our behalf as directed below.

ORDINARY RESOLUTIONS

For (note d)

Against (note d)

1.

To receive, consider and adopt the audited consolidated financial statements and the

reports of the directors (the "Director(s)") and auditors of the Company for the year

ended 31 March 2019.

2.

(a)

To re-elect Ms. Chen Xiaoxu as executive Director.

(b)

To re-elect Mr. Ma Lishan as independent non-executive Director.

(c)

To re-elect Dr. Lee Kwok Keung, Edward as independent non-executive

Director.

3.

To authorise the board of Directors to fix the Directors' remuneration.

4.

To re-appoint Messrs. SHINEWING (HK) CPA Limited as auditors of the Company

for the year ending 31 March 2020 and to authorise the board of Directors to fix

their remuneration.

5.

To grant a general mandate to the board of Directors to allot, issue and deal with

additional Shares.*

6.

To grant a general mandate to the board of Directors to repurchase Shares.*

7.

To extend the general mandate granted to the Directors to allot, issue and deal with

addition of the total number of Shares repurchased.*

8.

To approve and adopt the share option scheme and to authorise the Directors to

grant option(s) and to allot, issue and deal in the Shares pursuant to the exercise of

any option(s) granted thereunder.*

Shareholder's signature

(notes e, f, g and h)

Dated this

day of

2019

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
  3. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words "the chairman of the Meeting, or" and insert the name and address of the person appointed proxy in the space provided.
  4. If you wish to vote for any of the resolutions set out above, please tick ("✔") the box(es) marked "For". If you wish to vote against any resolutions, please tick ("✔") the box(es) marked "Against". If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
  5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
  6. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
  7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited 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 later than 48 hours before the time of the Meeting or any adjourned meeting. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
  8. Any alteration made to this form should be initialled by the person who signs the form.
  9. All resolutions set out in the notice convening the Meeting will be decided by poll at the Meeting in accordance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

*  The full text of the resolution is set out in the notice of the Meeting.

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Silver Base Group Holdings Ltd. published this content on 18 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 July 2019 09:59:02 UTC