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SPT Energy Group Inc. Proxy Solicitation & Information Statement 2005

Nov 28, 2005

49801_rns_2005-11-28_683576c7-a1f9-44fe-8b63-7d40365b359e.pdf

Proxy Solicitation & Information Statement

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WING SHAN INTERNATIONAL LIMITED 榮山國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Wing Shan International Limited (the “Company”) will be held at the Company’s registered office at Rooms 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong on Wednesday, 14 December 2005 at 11 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT :

  • (a) an agreement dated 9 November 2005 (the “New Fuel Supply Agreement”) made between (i) Foshan Shakou Power Plant Company Limited as the purchaser and (ii) Foshan City District Electricity Fuel Supply Company as the supplier, in relation to, among other things, the sale and purchase of fuel, a copy of which marked “A” has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder (the “Transactions”) be and are hereby approved, ratified and confirmed;

  • (b) the proposed maximum aggregate annual values of the Transactions of RMB1,256,440,520, RMB1,327,819,110 and RMB1,589,380,919 respectively for each of the three financial years ending 31 December 2008 (collectively, the “Annual Caps”) be and are hereby approved; and

the directors of the Company be and are hereby authorised on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as they may in their discretion consider necessary, desirable or expedient to implement and/or to give effect to the New Fuel Supply Agreement, the Transactions and the Annual Caps.”

By order of the Board WING SHAN INTERNATIONAL LIMITED HE Haochang

Chairman & Managing Director

Hong Kong, 28 November 2005

Registered Office: Rooms 2801-2805 China Insurance Group Building 141 Des Voeux Road Central Hong Kong

Notes:

  • (1) The ordinary resolution to be considered at the extraordinary general meeting will be decided by poll. On voting by poll, each shareholder of the Company shall have one vote for each share held in the Company.

  • (2) Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more persons as his proxy(ies) to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company.

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  • (3) In order to be valid, the form of proxy together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, shall be deposited at the registered office of the Company at Rooms 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjourned meeting or poll.

  • (4) Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or poll and in such an event, the form of proxy shall be deemed to be revoked.

  • (5) As at the date of this notice, the board of directors of the Company comprises of seven Directors, of whom Mr. HE Haochang, Mr. LAM Siu Hung, Mr. SITU Min and Mr. LI Feng are the executive Directors; and Mr. CHAN Ting Chuen, David, Mr. NG Pui Cheung, Joseph and Mr. CHEUNG Kin Piu, Valiant are the independent non-executive Directors.

Please also refer to the published version of this announcement in The Standard.

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