SPT Energy Group Inc. — Proxy Solicitation & Information Statement 2007

Aug 16, 2007

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 you should take, you should consult your 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 Wing Shan International Limited , you should at once hand this circular and the accompanying form of proxy 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.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

WING SHAN INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

PROPOSAL FOR THE REDUCTION OF SHARE PREMIUM ACCOUNT

A notice convening an extraordinary general meeting of Wing Shan International Limited to be held at Rooms 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong on Tuesday, 11 September 2007 at 10:00 a.m. is set out on pages 8 to 9 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of Wing Shan International Limited at Room 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 appointed for holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the extraordinary general meeting should they so wish.

17 August, 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for the Reduction of Share Premium Account . . . . . . . . . . . . . . . . . . . . .	5
Effects of the Reduction of Share Premium Account . . . . . . . . . . . . . . . . . . . . . .	5
Share Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Conditions of the Reduction of Share Premium Account. . . . . . . . . . . . . . . . . . . .	6
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

• “Accumulated Losses” the accumulated losses of the Company based on the audited financial statements of the Company as at 31 December 2006 in the amount of HK$837,876,237

• “Board” the board of Directors of the Company

• “Companies Ordinance” the Companies Ordinance, Chapter 32 of the Laws of Hong Kong

• “Company” Wing Shan International Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange

• “Court” the High Court of Hong Kong, Court of First Instance

• “Directors” the directors of the Company

• “Effective Date” the date upon which the Reduction of Share Premium Account becomes unconditional and effective when all the conditions to which it is subject as set out on page 6 of this circular are satisfied

• “EGM” the extraordinary general meeting of the Company to be held at Rooms 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong on Tuesday, 11 September 2007 at 10:00 a.m. to approve the Reduction of Share Premium Account, notice of which is set out on pages 8 to 9 of this circular, or any adjournment thereof

• “Group” the Company and its subsidiaries

• “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

• “Option(s)”

• outstanding option(s) granted by the Company pursuant to the Scheme

• “Reduction of Share Premium Account”

• the proposed reduction of the Share Premium Account as set out in this circular

• “Scheme”

the share option scheme of the Company adopted on 22 May 2002 and amended on 29 May 2006

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	DEFINITIONS
“Share Premium Account”	the share premium account of the Company which
	credit stood at approximately HK$1,041,726,000 as at
	31 December 2006 based on the audited financial
	statements of the Company for the year ended 31
	December 2006
“Shareholders”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	Percent

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EXPECTED TIMETABLE

Latest time for Shareholders to lodge forms of proxy for the EGM . . . . . . . . . . . . 10:00 a.m. on Sunday on 9 September 2007

Expected time and date of the EGM . . . . . . . 10:00 a.m. on Tuesday on 11 September 2007

Hearing of the petition for confirmation by the Court

of the Reduction of Share Premium Account . . . . . . . . . . . . Tuesday on 16 October 2007

Registration of Court order confirming the Reduction of

Share Premium Account, and such other documents as may be required under section 61 of the Companies Ordinance, with the Registrar of Companies in Hong Kong (Note) . . . . . . . . . . . . . . . . . . Wednesday on 17 October 2007

The Shareholders should note that the above expected timetable, which mainly depends on the availability of the dates of the Court to hear the proceedings relating to the Reduction of Share Premium Account, is indicative only and is subject to change and confirmation by the Court. The Court may set another date for the hearing of the petition for confirmation of the Reduction of Share Premium Account by the Court. Further announcement(s) will be made in the event that there is any change.

Note: The Reduction of Share Premium Account will become effective when it is confirmed by the Court and upon the registration by the Registrar of Companies in Hong Kong of an office copy of the order of the Court together with such other documents as may be required under section 61 of the Companies Ordinance.

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LETTER FROM THE BOARD

WING SHAN INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

Non-executive Director: HE Haochang (Chairman)

Executive Directors: LAM Siu Hung SITU Min LI Songquan

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

Independent Non-executive Directors: CHAN Ting Chuen, David CHEUNG Kin Piu, Valiant NG Pui Cheung, Joseph

17 August, 2007

To the Shareholders,

Dear Sir or Madam,

PROPOSAL FOR REDUCTION OF SHARE PREMIUM ACCOUNT

1. INTRODUCTION

On 27 July 2007, the Board announced its intention to put forward the Reduction of Share Premium Account to the Shareholders for approval. As at 31 December 2006, the amount standing to the credit of the Share Premium Account was approximately HK$1,041,726,000 as shown in the audited financial statements of the Company for the year ended 31 December 2006 and the accumulated losses of the Company as at 31 December 2006 was HK$837,876,237. It is proposed that the amount standing to the credit of the Share Premium Account be reduced by the sum of HK$837,876,237 and the same amount of credit arising from such reduction be applied towards the elimination of the Accumulated Losses, subject to such conditions as the Court may impose. The Reduction of Share Premium Account will become effective upon registration by the Registrar of Companies of Hong Kong of a copy of the Court order confirming the Reduction of Share Premium Account pursuant to section 61 of the Companies Ordinance.

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LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with further information relating to the Reduction of Share Premium Account, and to convene the EGM to consider and, if thought fit, to approve the Reduction of Share Premium Account by way of special resolution.

2. REASONS FOR THE REDUCTION OF SHARE PREMIUM ACCOUNT

For the year ended 31 December 2006, base on the audited financial statements of the Company for the year ended 31 December 2006, the Accumulated Losses incurred by the Company stood at HK$837,876,237.

Under the Companies Ordinance, the Company is not permitted to pay dividends while there remain any accumulated losses. According to Article 146(a) of the articles of association of the Company, no dividend shall be payable except out of the profits of the Company.

The elimination of the Accumulated Losses by the Reduction of Share Premium Account should bring forward flexibility to the Directors on the dividend policy of the Company. The Company will then be in a position to consider making distribution to the Shareholders from its future profits.

3. EFFECTS OF THE REDUCTION OF SHARE PREMIUM ACCOUNT

The implementation of the Reduction of Share Premium Account will not, or itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders. The Directors believe that the Reduction of Share Premium Account will not have any adverse effect on the financial position of the Group.

The Reduction of Share Premium Account does not involve (i) any reduction of the issued share capital of the Company and accordingly shares holding by the Shareholders will not be affected; or (ii) the diminution of any liability in respect of any unpaid capital of the Company; or (iii) the repayment to the Shareholders of any paid-up share capital of the Company.

Based on the reasons and effects of the Reduction of Share Premium Account as set out above, the Directors consider that the Reduction of Share Premium Account to be in the best interests of the Company and the Shareholders as a whole.

4. SHARE OPTIONS

Pursuant to the terms of the Scheme, the implementation of the Reduction of Share Premium Account will not result in any adjustment to the exercise price or the number of the Shares in the Company to be subscribed for in relation to the outstanding Options granted under the Scheme.

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LETTER FROM THE BOARD

5. CONDITIONS OF THE REDUCTION OF SHARE PREMIUM ACCOUNT

The Reduction of Share Premium Account is subject to fulfilment of the following conditions:

• (i) the passing by the Shareholders of a special resolution to approve the Reduction of Share Premium Account and related matters at the EGM;

• (ii) the confirmation of the Reduction of Share Premium Account by the Court and the registration by the Registrar of Companies in Hong Kong of a copy of the Court order confirming the Reduction of Share Premium Account together with such other documents as may be required under section 61 of the Companies Ordinance; and

• (iii) the obtaining of all requisite consents from lenders to the Group in connection with the Reduction of Share Premium Account.

The Reduction of Share Premium Account will become effective upon the fulfilment of the above conditions. The Effective Date cannot be ascertained at present as it depends on the availability of the date of hearing of the petition for the confirmation of the Reduction of Share Premium Account by the Court. Further announcement(s) will be made by the Company informing the Shareholders of the Effective Date.

6. EGM

Set out on pages 8 to 9 of this circular is a notice convening the EGM at which a special resolution will be proposed for the Shareholders to approve the Reduction of Share Premium Account.

A form of proxy for use by the Shareholders at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company at Room 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. In the event that you attend the EGM after having lodged the form of proxy at the registered office of the Company, your form of proxy will be deemed to have been revoked.

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LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors believe that the Reduction of Share Premium Account is in the best interests of the Company and the Shareholders as a whole and, accordingly, recommend the Shareholders to vote in favour of the special resolution set out in the notice convening the EGM.

By Order of the Board WING SHAN INTERNATIONAL LIMITED HE Haochang Chairman

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NOTICE OF EGM

WING SHAN INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“Meeting”) of Wing Shan International Limited (the “Company”) will be held at Rooms 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong on Tuesday, 11 September 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following special resolution with or without modifications:

SPECIAL RESOLUTION

“ THAT :

• (A) the amount standing to the credit of the share premium account of the Company be reduced by the sum of HK$837,876,237 and the directors of the Company (“Directors”) be and are hereby authorised to apply the same amount of credit arising from such reduction towards the elimination of the Accumulated Losses (as defined in the circular of the Company dated 17 August, 2007 (“Circular”) despatched to the shareholders of the Company, of which the notice convening this Meeting forms part, a copy of which is produced to the Meeting marked “A” and initialled by the Chairman of the Meeting for the purpose of identification), subject to any conditions the Court (as defined in the Circular) may impose; and

• (B) the Directors be and are hereby authorised generally to do all acts and things, and to approve, sign and execute any documents, which in their opinion may be necessary, desirable or expedient to implement or to give effect to the foregoing including, without limitation, to seek confirmation from, and authorise counsel on behalf of the Company to provide any undertaking as is necessary, to the Court in respect of the Reduction of Share Premium Account (as defined in the Circular).”

By Order of the Board Wing Shan International Limited Huen Po Wah Company Secretary

Hong Kong, 17 August 2007

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NOTICE OF EGM

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company, but must attend the meeting in person to represent the member.

2. To be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the registered office of the Company at Rooms 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

3. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto: but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share, shall alone be entitled to vote in respect thereof.

4. As at the date of this notice, the Board comprises 7 Directors, of which Mr. He Haochang is non-executive Director, Mr. Lam Siu Hung, Mr. Situ Min and Mr. Li Songquan are executive Directors and Mr. Chan Ting Chuen, David, Mr. Ng Pui Cheung, Joseph and Mr. Cheung Kin Piu, Valiant are independent non-executive Directors.

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