Silverman : MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF SWIFT POWER LIMIT

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Silverman Holdings Limited

銀 仕 來 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1616)

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF SWIFT POWER LIMITED THE DISPOSAL

The Board is pleased to announce that on 5 July 2017 (after trading hours), the Company entered into the Agreement with the Purchaser, pursuant to which the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire, the entire issued share capital of the Target at the total consideration of RMB145.2 million. The Consideration will be settled by the Purchaser in full in cash.

LISTING RULES IMPLICATION

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal exceed 25% but are less than 75%, the Disposal constitutes a major transaction for the Company under the Listing Rules and is subject to the reporting, announcement and Shareholders' approval requirements under the Listing Rules.

THE EGM AND CIRCULAR

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Disposal.

To the best of the Directors' knowledge, information and belief, no Shareholder has a material interest in the Disposal. Therefore, no Shareholder is required to abstain from voting at the EGM to approve the ordinary resolutions in respect of the Agreement and the transactions contemplated thereunder.

A circular containing, amongst other matters, further details of the Disposal and the notice of the EGM will be dispatched to the Shareholders on or before 1 August 2017.

WARNING: As Completion is subject to the fulfilment of the conditions precedent as set out in the Agreement, the Disposal may or may not proceed. Shareholders and potential investors should exercise extreme caution when dealing in the securities of the Company. THE DISPOSAL

The Board is pleased to announce that on 5 July 2017 (after trading hours), the Company entered into the Agreement with the Purchaser, pursuant to which the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire, the entire issued share capital of the Target at the total consideration of RMB145.2 million. The Consideration will be settled by the Purchaser in full in cash.

A summary of the major terms of the Agreement is set out below.

Parties:	(1)	The Company, being the vendor; and
(2)	Eastfield Developments Limited, being the purchaser.

The Agreement Date: 5 July 2017

The Purchaser is principally engaged in investment holding. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiry, the Purchaser and its ultimate beneficial owners are Independent Third Parties not connected with the Company and its connected persons (as defined in the Listing Rules).

Subject matter of the Disposal

Pursuant to the Agreement, the Company has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the entire issued share capital of the Target.

Consideration for the Disposal and the payment schedule

Pursuant to the Agreement, the Consideration shall be RMB145.2 million, which shall be settled in full by payment in cash in the following manner:

1. First installment - within 10 days after the Completion Date (the "First Payment Date"), the Purchaser shall pay the first part of the Consideration, being an amount denominated in RMB which equals to 20% of the Consideration;

2. Second installment - the second part of the Consideration, being an amount denominated in RMB which equals to 40% of the Consideration, shall be paid by the Purchaser within three months after the First Payment Date; and

3. Third installment - the remaining part of the Consideration, being an amount denominated in RMB which equals to 40% of the Consideration, shall be paid by the Purchaser within six months after the First Payment Date.

Intercompany Liabilities

Set out below are the Intercompany Liabilities between the Target Group and the Post-close Group which were outstanding as at 31 December 2016:

1. a total of approximately RMB145.7 million payable by the Target Group to the Post- close Group;

2. guarantees in the aggregate amount of approximately RMB50.0 million given by the Post-close Group in favour of third parties in respect of certain liabilities of the Target Group (the "Company's Guarantees");

3. a total of approximately RMB163.7 million payable by the Post-close Group to the Target Group;

4. guarantees in the aggregate amount of approximately RMB110.0 million given by the Target Group in favour of third parties in respect of certain liabilities of the Post-close Group (the "Target's Guarantees"); and

5. other guarantees (together with the Company's Guarantees and the Target's Guarantees, the "Intercompany Guarantees") given by the Target Group and the Post-close Group in favour of third parties in respect of other liabilities of the Post- close Group and the Target Group, respectively.

It is estimated that, upon Completion, the remaining net liability (the "Net Liability") of the Post-close Group towards the Target Group would amount to a total of approximately RMB18.0 million. The Parties have agreed to settle all such Net Liability within six months after the Completion Date.

As regards Intercompany Guarantees, the Company has undertaken to the Purchaser that the Company shall use reasonable efforts to settle, waive and/or procure the waiver of the Intercompany Guarantees before the Completion Date, but the fulfilment by the Company of such undertaking shall not be a condition to the Disposal.

To the extent that any of the Intercompany Guarantees remain outstanding on the Completion Date:

1. the Company shall procure the waiver or release of all remaining Target's Guarantees (if any) within one year after the Completion Date; and

2. the Purchaser shall procure the waiver or release of all remaining Company's Guarantees (if any) within six calendar months after the Completion Date.

Basis of Consideration

The Consideration of RMB145.2 million was determined after arm's length negotiations between the Company and the Purchaser with reference to the unaudited net assets of the Target Group as at 31 December 2016 of approximately RMB133.7 million and the past performance of the Target Group's business.

Conditions precedent to the Disposal

Completion shall be conditional upon the fulfilment of the following Conditions:

1. the board of directors of the Company and the Shareholders (if required under the Listing Rules) having approved the terms and authorised the execution of and performance by the Company of its obligations under the Agreement;

2. the board of directors of the Purchaser having approved the terms and authorised the execution of and performance by the Purchaser of its obligations under the Agreement;

3. all necessary consents and approvals from the Stock Exchange in relation to the transactions contemplated under the Agreement having been obtained; and

4. all other necessary consents, approvals, licences and permits from governmental and regulatory bodies in Hong Kong, the PRC and the British Virgin Islands in relation to the transactions contemplated under the Agreement having been obtained and made.

Each of the conditions set out above is not waivable under any circumstances. If the Conditions are not fulfilled within two months after the date of the Agreement (or such other date as the Parties may agree in writing) (the "Long Stop Date"), the Agreement shall terminate and neither Party shall have any obligations or liabilities under the Agreement except for antecedent breaches.