Silver Base : Circulars - - PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED ADOPTION OF SHARE OPTIO

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Silver Base Group Holdings Limited (the "Company"), you should at once hand this circular and the enclosed proxy form to the purchaser or transferee, or to the bank, stockbroker 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 886)

PROPOSED GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS,

PROPOSED ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company ("AGM") 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. is set out on pages 31 to 35 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof, should you so wish and in such event, the form of proxy shall be deemed to be revoked.

19 July 2019

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Various Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . .	11
Appendix II	-	Biographical Details of Directors Subject to Re-election . . . . . . . .	14
Appendix III	-	Principal Terms of the Share Option Scheme . . . . . . . . . . . .	18
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	31

DEFINITIONS

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

"2009 Share Option Scheme"	the share option scheme adopted by the Company on 20 February
	2009 with a valid period of 10 years commencing on the date on
	20 February 2009;
"Adoption Date"	the date on which the Share Option Scheme is conditionally
	adopted by an ordinary resolution of the Shareholders;
"AGM" or "Annual	the annual general meeting of the Company to be held at
General Meeting"	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 any adjournment thereof;
"AGM Notice"	the notice convening the AGM as set out on pages 31 to 35 of this
	circular;
"Articles of Association"	the articles of association of the Company as amended from time
	to time by resolution of the Shareholders;
"Board"	the board of Directors;
"close associate(s)"	has the meaning ascribed to it in the Listing Rules;
"Company"	Silver Base Group Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability and the securities of which
	are listed on the main board of the Stock Exchange;
"core connected person(s)"	has the meaning ascribed to it in the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Grantee(s)"	a Qualified Participant who accepts the offer of the grant of
	Option(s) in accordance with the terms of the Share Option
	Scheme or (where the context so permits) a person who, in
	accordance with the applicable laws of succession, is entitled to
	any Option(s) (to the extent not already exercised) as a result of
	the death of any Qualified Participant, or (where the context so
	permits) a nominee who is appointed in accordance with the terms
	of the Share Option Scheme;
"Group"	the Company and its subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China;

1

		DEFINITIONS
"Invested Entity"	any entity in which the Company or its subsidiary holds any
	equity interest;
"Issue Mandate"	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to allot, issue and deal
	with new Shares as set out in the notice of the AGM;
"Latest Practicable Date"	9 July 2019, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained
	herein;
"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 Company;
"Offer Date"	in respect of an Option, the date on which the Option is offered to
	a Qualified Participant, which must be a business day;
"Option(s)"	option(s) to subscribe for Shares to be granted under the Share
	Option Scheme;
"Option Period"	in respect of an Option, a period of time to be notified by the
	Board to each Grantee, which the Board may in its sole and
	absolute discretion determine, save that such period shall not be
	more than 10 years commencing on the Offer Date;
"PRC"	the People's Republic of China;
"Qualified Participant(s)"	include:
	(i)		any executive director, or employee (whether full time or
			part time) of the Company, its subsidiary or any Invested
			Entity;
	(ii)	any non-executive director (including independent
			non-executive directors) of the Company, its subsidiary or
			any Invested Entity; and
	(iii)	any supplier, customer, distributor, agent, promoter,
			consultant, adviser or contractor of the Company or its
			subsidiary or any Invested Entity.

The basis of eligibility of any of the above classes of Qualified Participant(s) to the grant of any Option(s) shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Group.

2

	DEFINITIONS
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to repurchase Shares as
	set out in the notice of the AGM;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the laws of
	Hong Kong), as amended, supplemented and/or otherwise
	modified from time to time;
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company;
"Shareholder(s)"	holder(s) of the Share(s);
"Share Option Scheme"	the share option scheme proposed to be adopted by the Company
	on the Adoption Date;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Subscription Price"	the price per Share at which a Grantee may subscribe for Shares
	upon exercise of an Option;
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers, as amended
	from time to time; and
"%"	per cent.

3