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SPT Energy Group Inc. Proxy Solicitation & Information Statement 2007

Aug 16, 2007

49801_rns_2007-08-16_894eb5f7-fc92-401f-aafd-93ffe761f090.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 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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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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