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SPT Energy Group Inc. Proxy Solicitation & Information Statement 2009

Aug 4, 2009

49801_rns_2009-08-04_c4a204a6-3979-4ebc-a171-b0970efe4e90.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

WING SHAN INTERNATIONAL LIMITED 榮山國際有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Wing Shan International Limited (the “ Company ”) will be held at Boardroom V, Ground Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 August 2009 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions:

ORDINARY RESOLUTIONS

  1. THAT :

    • (a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares in the share capital of the Company to be issued pursuant to the exercise of share options which may be granted under the Scheme Mandate Limit (as defined below), the refreshment of the limit in respect of the granting of share options under the Share Option Scheme of the Company adopted on 22 May 2002 and all other share option scheme(s) up to 10% of the number of shares of the Company (the “ Shares ”) in issue at the date of the passing of this resolution (the “ Scheme Mandate Limit ”) be and is hereby approved; and

    • (b) any director of the Company (the “Director”) be and is hereby authorised, at their discretion, to grant options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any share options and to do all such acts and execute all such documents to effect the Scheme Mandate Limit.”

  2. THAT Mr. ZHANG Jianhui be and is hereby re-elected as a Director.”

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SPECIAL RESOLUTION

  1. THAT the name of the Company be and is hereby changed from “WING SHAN INTERNATIONAL LIMITED 榮山國際有限公司 ” to “WINTEAM PHARMACEUTICAL GROUP LIMITED 盈天醫藥集團有限公司 ” with effect from the date of entry of the new name in the register maintained by the Companies Registrar in Hong Kong and that the Directors be and are hereby authorized to do all such acts and things and execute all such documents they consider necessary, desirable or expedient to give effect to the aforesaid change of name of the Company.”

By Order of the Board Wing Shan International Limited DU Richeng Chairman

Hong Kong, 5 August 2009

Notes:

  • (1) Any member 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.

  • (2) 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, 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.

  • (3) Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the meeting will be taken by poll.

  • (4) As at the date hereof, the non-executive Director is Mr. DU Richeng, the executive Directors are Mr. YANG Bin, Mr. XU Tiefeng, Mr. SITU Min and Mr. LI Songquan and the independent non-executive Directors are Mr. LO Wing Yat, Mr. PANG Fu Keung, Mr. WANG Bo and Mr. ZHANG Jianhui.

This notice is also available for viewing on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and on the website of the Company at www.wingshan.com.hk.

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