SPT Energy Group Inc. — Proxy Solicitation & Information Statement 2009

Apr 28, 2009

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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all 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 to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

WING SHAN INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE ITS OWN SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Wing Shan International Limited (the “AGM”) to be held at Falcon Room I, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 5 June 2009 at 10:00 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.wingshan.com.hk.

Whether or not you intend to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Wing Shan International Limited at its registered office at Rooms 2801-2805, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so wish.

29 April 2009

CONTENTS

		Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1-2
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
**Appendix **	I – Details of Directors proposed for re-election . . . . . . . . . . . . . . . .	6-10
**Appendix **	II – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11-14
**Notice of **	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15-18

– i –

DEFINITIONS

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

• “AGM” means the annual general meeting of the Company to be held at Falcon Room I, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 5 June 2009 at 10:00 a.m.

• “AGM Notice” means the notice convening the AGM as set out on pages 15 to 18 of this circular

• “Articles of Association” means the existing articles of association of the Company

• “Board” means the board of directors of the Company

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

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

• “Directors” means the directors of the Company for the time being

• “Group” means the Company and its subsidiaries

• “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$” means Hong Kong dollars, the lawful currency of Hong Kong

• “Latest Practicable Date” means 24 April 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• “Listing Rules” means the Rules Governing the Listing of Securities on the Stock Exchange

• “Ordinary Resolution(s)”

• means the proposed ordinary resolution(s) in respect of the special business as referred to in the AGM Notice

• “PRC”

• means the People’s Republic of China, and for the purpose of this circular excluding Hong Kong, the Macau Special Administrative Region and Taiwan

– 1 –

DEFINITIONS

“SFO”

means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• “Share(s)” means share(s) of HK$0.10 each in the capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

• “Share Issue Mandate” means a general mandate to the Directors to exercise the power of the Company to allot and issue Shares during the period as set out in Ordinary Resolution No. 6 up to 20 per cent. of the issued share capital of the Company as at the date of passing of the Ordinary Resolution No. 6

• “Share Repurchase Mandate” means a general and unconditional mandate given to the Directors to exercise the power of the Company to repurchase at any time during the period as set out in Ordinary Resolution No. 5 up to 10 per cent. of the issued share capital of the Company at the date of passing of the Ordinary Resolution No. 5

• “Shareholder(s)” means holder(s) of the Share(s) of the Company

• “Stock Exchange” means The Stock Exchange of Hong Kong Limited

• “Takeovers Code” means the Hong Kong Codes on Takeovers and Mergers and Share Repurchases

– 2 –

LETTER FROM THE BOARD

WING SHAN INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability) (Stock Code: 570)

Non-Executive Director: Mr. DU Richeng, Chairman

Executive Directors: Mr. YANG Bin, Managing Director Mr. SITU Min, Chief Financial Officer & Qualified Accountant Mr. LI Songquan, Deputy Managing Director

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

Independent Non-Executive Directors:

Mr. LO Wing Yat Mr. PANG Fu Keung

29 April 2009

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO REPURCHASE ITS OWN SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the AGM and the information relating to (i) the re-election of Directors; (ii) the grant of Share Repurchase Mandate; (iii) the grant of the Share Issue Mandate and (iv) the extension of the Share Issue Mandate.

2. RE-ELECTION OF DIRECTORS

Pursuant to Article 92 of the Articles of Association, Messrs. YANG Bin, LO Wing Yat and PANG Fu Keung will hold office until the AGM. Pursuant to the Article 101 of the Articles of Association, Messrs. SITU Min and LI Songquan will retire by rotation at the AGM. The retiring Directors, being eligible, offer themselves for re-election.

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LETTER FROM THE BOARD

Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

3. GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution was passed at the annual general meeting of the Company held on 26 May 2008 whereby a general mandate was given to the Directors to repurchase Shares.

Such general mandate will lapse at the conclusion of the AGM. Therefore, Ordinary Resolution No. 5 will be proposed at the AGM to grant the Share Repurchase Mandate to the Directors representing up to 10 per cent. of the issued share capital of the Company at the date of passing of the Ordinary Resolution No. 5 (i.e. not exceeding 162,841,080 Shares based on the issued share capital of the Company of 1,628,410,807 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same at the date of passing the Ordinary Resolution No. 5).

In accordance with the Listing Rules, an explanatory statement to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to approve the Share Repurchase Mandate is set out in the Appendix II hereto.

4. GENERAL MANDATE TO ISSUE SHARES

Ordinary resolutions were passed at the annual general meeting of the Company held on 26 May 2008 whereby a general mandate was given to the Directors to issue Shares and to extend the general mandate to issue Shares by adding to it the number of Shares repurchased under the general mandate to repurchase Shares granted to the Directors on 26 May 2008.

Such general mandate will lapse at the conclusion of the AGM. Therefore, Ordinary Resolution No. 6 will be proposed at the AGM to grant to the Directors the Share Issue Mandate representing up to 20 per cent. of the issued share capital of the Company at the date of passing of the Ordinary Resolution No. 6 (i.e. not exceeding 325,682,161 Shares based on the issued share capital of the Company of 1,628,410,807 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same at the date of passing the Ordinary Resolution No. 6) in order to ensure flexibility and discretion to the Directors to issue any Shares. In addition, Ordinary Resolution No. 7 will be proposed to extend the general mandate to issue Shares by adding to it the number of Shares repurchased under the Share Repurchase Mandate.

5. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is set out on pages 15 to 18 of this circular to consider the resolutions relating to, inter alia, the re-election of Directors, the Share Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate.

– 4 –

LETTER FROM THE BOARD

6. ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.wingshan.com.hk. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM. Completion and deposit of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

8. RECOMMENDATION

The Directors believe that the re-election of Directors, the Share Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board Wing Shan International Limited DU Richeng Chairman

– 5 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The biographical details of the five Directors proposed to be re-elected at the AGM are set out as follows:–

Mr. YANG Bin , aged 41, was appointed as an executive Director on 6 February 2009. Mr. YANG has been appointed as the Managing Director of the Company with effect from 11 February 2009. He is also the director and the Chairman of a number of subsidiaries of the Company. He graduated from (Minzu University of China) majoring in Biochemistry. Mr. YANG engaged in research and development of new products in (Foshan City Medical Corporation), and served as the Deputy General Manager of (Foshan City Medical Sale Co., Ltd.), director of (Foshan City Biochemical Pharmaceutical Factory) and General Manager of (Foshan City Huawei Medical Co., Ltd.*). Mr. YANG has 20 years of experience in registration of medicines and drugs, research and development and sale of medical products. He had successfully launched a series of new products with good response from the market and enjoys high reputation in the sales market.

Save as disclosed above, Mr. YANG has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Company’s Group.

Mr. YANG is a director of Sureplan Limited, a substantial shareholder of the Company.

As at the Latest Practicable Date, Mr. YANG has an indirect interest in 564,102,563 Shares through his 50% interest in Sureplan Limited, representing approximately 34.64% of the issued share capital of the Company.

Save as disclosed above, Mr. YANG does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders.

Mr. YANG has a service contract with the Company for a term of two years commencing on the date on which he has obtained a working visa in Hong Kong which will continue thereafter until terminated by either party to the agreement at six months’ notice. He is also subject to retirement and re-election at the first general meeting following his appointment and thereafter is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. The emolument of Mr. YANG is to be determined by reference to his duties and responsibilities, the Company’s remuneration policy, the Company’s performance and profitability and the prevailing market conditions. At present, Mr. YANG is entitled to receive a director’s fee of HK$100,000 per annum as approved by the Shareholders on 22 May 2002 and a total remuneration consisting of salary and allowance of up to RMB150,000 per annum for being the Chairman and a director of (Guangdong Medi-World Pharmaceutical Co., Ltd) and (Shandong Lukang Pharmaceutical Group Luya Co., Ltd), all of these companies are subsidiaries of the Company.

* for identification only

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Save as disclosed above, Mr. YANG are not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as director and any information in relation to Mr. YANG required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. SITU Min , aged 39, was appointed as an executive Director on 27 September 2001. Mr. SITU is the Chief Financial Officer and the Qualified Accountant of the Company and the director of a number of subsidiaries of the Company. Mr. SITU is responsible for the Group’s financial planning and management, overseeing all its financial matters. He is a fellow member of the Association of Chartered Certified Accountants and is also a member of Chinese Institute of Certified Public Accountants. Mr. SITU has experience in auditing and financial management. He had worked as the Manager of Finance Department of Foshan Development Company Limited.

Save as disclosed above, Mr. SITU has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Company’s Group.

As at the Latest Practicable Date, Mr. SITU has beneficial interest in 268,000 Shares in the Company, representing approximately 0.02% of the issued share capital of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. SITU does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders.

Mr. SITU has a service contract with the Company for a term of two years commencing on 1 March 2003 which will continue thereafter until terminated by either party to the agreement at six months’ notice. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with provisions of the Articles of Association. For the year ended 31 December 2008, Mr. SITU received a Director’s fee of HK$100,000 which was approved by the Shareholders on 22 May 2002 and salary remuneration of HK$473,200 in accordance with the terms of the service contract having regard to his duties and responsibilities with the Company, the Company’s performance and prevailing market conditions.

Save as disclosed above, Mr. SITU are not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as director and any information in relation to Mr. SITU required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. LI Songquan , aged 32, was appointed as an executive Director on 1 January 2007. Mr. LI has been appointed as the Deputy Managing Director of the Company with effect from 1 April 2007. Mr. LI is also the director of a number of subsidiaries of the Company. Mr. LI is responsible for the overall strategic planning and management of the Group’s business. Mr. LI graduated from South China University of Technology. He has experience in the regime of state-owned enterprises and joint-venture enterprises in the PRC, especially in the reform, reorganization, acquisition, merger and listing of state-owned enterprises.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Save as disclosed above, Mr. LI has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Company’s Group.

As at the Latest Practicable Date, Mr. LI has no interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. LI does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders.

Mr. LI has a service contract with the Company for a term of two years commencing on 1 April 2007 which will continue thereafter until terminated by either party to the agreement at six months’ notice. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with provisions of the Articles of Association. For the year ended 31 December 2008, Mr. LI received a Director’s fee of HK$100,000 which was approved by the Shareholders on 22 May 2002 and salary remuneration of HK$473,200 in accordance with the terms of the service contract having regard to his duties and responsibilities with the Company, the Company’s performance and prevailing market conditions.

Save as disclosed above, Mr. LI are not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as director and any information in relation to Mr. LI required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. LO Wing Yat , aged 50, was appointed as an independent non-executive Director and a member of the Company’s audit committee and the Chairman and a member of the Company’s remuneration committee on 11 February 2009. Mr. LO is the Executive Vice Chairman and Chief Executive Officer of CIAM Group Limited (Stock Code: 378), whose shares are listed on the Stock Exchange. He is also the Chief Executive Officer of CITIC International Assets Management Limited, the managing director of CITIC International Financial Holdings Limited and a non-executive director of CITIC Ka Wah Bank Limited. Mr. LO also serves as director in numerous Hong Kong listed companies. He is an executive director of Jia Sheng Holdings Limited (Stock Code: 729), a non-executive director of China Fortune Holdings Limited (Stock Code: 110) and Longlife Group Holdings Limited (Stock Code: 8037), and a former non-executive director of China Sciences Conservational Power Limited (Stock Code: 351). Mr. LO graduated from the University of Hong Kong with a bachelor’s degree in Laws. He was admitted as a solicitor of the Supreme Court of Hong Kong (as it was then known) in 1984 and a solicitor of the Supreme Court of England and Wales in 1989. He served as an in-house counsel of Bank of China Hong Kong-Macau Regional Office and a partner of Linklaters. During his legal career, Mr. LO was specialized in banking project financing primarily in the PRC.

Save as disclosed above, Mr. LO has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Company’s Group.

– 8 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Mr. LO has no interest in the Shares within the meaning of Part XV of the SFO.

Mr. LO does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders.

Mr. LO has an appointment letter with the Company for a term of two years commencing on 11 February 2009 and is subject to retirement and re-election at the first general meeting following his appointment and thereafter is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with provisions of the Articles of Association. The emolument of Mr. LO is to be determined by reference to his duties and responsibilities, the Company’s remuneration policy, the Company’s performance and profitability and the prevailing market conditions. At present, Mr. LO is entitled to receive a Director’s fee of HK$100,000 per annum which was approved by the Shareholders on 22 May 2002.

Save as disclosed above, Mr. LO are not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as director and any information in relation to Mr. LO required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. PANG Fu Keung , aged 37, was appointed as an independent non-executive Director and the Chairman and a member of the Company’s audit committee and a member of the Company’s remuneration committee on 11 February 2009. Mr. PANG is the Senior Investment Professional – TRG Management Hong Kong Limited (known as The Rohatyn Group) and Head of the China Special Investments. Mr. PANG was also a director of Citigroup’s Global Special Situations Group responsible for Greater China distressed assets, NPL portfolios, pre-IPO and growth equity. Mr. PANG formerly worked for KPMG’s Financial Advisory Services as a corporate restructuring specialist. Mr. PANG has extensive experience in assurance, corporate finance and corporate restructuring work and has assisted a number of listed companies in Hong Kong and the PRC since mid-1990s. Mr. PANG graduated from the University of New South Wales in Australia and is member of the CPA Australia and the Hong Kong Institute of Certified Public Accountants and The Hong Kong Institute of Directors.

Save as disclosed above, Mr. PANG has not held directorship in other listed companies in the past three years or any other positions with the Company and other members of the Company’s Group.

As at the Latest Practicable Date, Mr. PANG has no interest in the Shares within the meaning of Part XV of the SFO.

Mr. PANG does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders.

Mr. PANG has an appointment letter with the Company for a term of two years commencing on 11 February 2009 and is subject to retirement and re-election at the first general meeting following his appointment and thereafter is subject to retirement by rotation

– 9 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

and re-election at the annual general meeting of the Company and vacation of office in accordance with provisions of the Articles of Association. The emolument of Mr. PANG is to be determined by reference to his duties and responsibilities, the Company’s remuneration policy, the Company’s performance and profitability and the prevailing market conditions. At present, Mr. PANG is entitled to receive a Director’s fee of HK$100,000 per annum which was approved by the Shareholders on 22 May 2002.

Save as disclosed above, Mr. PANG are not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his re-election as director and any information in relation to Mr. PANG required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

The appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Repurchase Mandate and also constitutes the memorandum as required under Section 49BA(3) of the Companies Ordinance.

1. LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange or on any other stock exchange on which the shares of the companies may be listed and recognised for the purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

• (a) The shares proposed to be purchased by the company are fully-paid up.

• (b) The company has previously sent to its shareholders an explanatory statement complying with the Listing Rules.

• (c) The shareholders of the company have given a specific approval or a general mandate to the directors of the company to make such purchase, by way of an ordinary resolution which complies with the Listing Rules and which has been passed at a general meeting of the company duly convened and held and the company has delivered a copy of such resolution, together with the necessary supporting documentation, to the Stock Exchange in accordance with the Listing Rules.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,628,410,807 Shares.

Subject to the passing of the Ordinary Resolution No. 5 set out in the AGM Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Share Repurchase Mandate to repurchase up to a limit of 162,841,080 Shares.

3. REASON FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.

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EXPLANATORY STATEMENT

APPENDIX II

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Listing Rules and the applicable laws of Hong Kong. Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection, being distributable profits of the Company or the proceeds of a fresh issue of shares made for such purpose.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Annual Report for the year ended 31 December 2008) in the event that the proposed repurchase of Shares was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date and for the month of April 2009 up to the Latest Practicable Date were as follows:

	Shares
	Highest	Lowest
	HK$	HK$
2008
April	0.620	0.400
May	0.600	0.455
June	0.520	0.410
July	0.520	0.390
August	0.470	0.345
September	0.420	0.285
October	0.420	0.160
November	0.440	0.300
December	0.440	0.360
2009
January	0.440	0.370
February	0.490	0.390
March	0.500	0.380
April (up to the Latest Practicable Date)	0.495	0.400

6. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

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EXPLANATORY STATEMENT

APPENDIX II

If as a result of a share repurchase, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert, depending on the level of increase of the shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Due to the fact that each of Hensil Investments Group Limited and Sureplan Limited holds more than 20% equity interest in the issued share capital of the Company, they are associated companies of the Company and are therefore presumed to be parties acting in concert under class (1) of the definition of “acting in concert” under the Takeovers Code. Hensil Investments Group Limited, which is wholly-owned by Foshan Development Company Limited, is in the course of making application to the Securities Futures Commission to rebut this presumption. As long as this presumption has not been rebutted, Hensil Investments Group Limited and Sureplan Limited will still be presumed as parties acting in concert under the Takeovers Code. On this basis, as at the Latest Practicable Date, Hensil Investments Group Limited and Sureplan Limited which is owned as to 50% by Mr. YANG Bin, as to 25% by Mr. XU Tiefeng and as to 25% by Mr. WU Chiu Kong (the “Concert Group”) are beneficially interested in an aggregate of 1,169,393,449 Shares representing approximately 71.81% of the issued share capital of the Company. In the event that the Share Repurchase Mandate were exercised in full, the shareholding of the Concert Group would be increased to approximately 79.79% of the issued share capital of the Company, assuming that the 1,169,393,449 Shares held as mentioned above remains unchanged. The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchases made under the Share Repurchase Mandate. Further, such full exercise of the Share Repurchase Mandate would cause the Shares held in the hands of the public to fall below the minimum requirement to approximately 20.21% of the issued share capital of the Company. The Directors will use their best endeavours to ensure that the Share Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25 per cent. of the issued share capital of the Company. In the event that the abovesaid presumption has been successfully rebutted, as at the Latest Practicable Date, (i) Hensil Investments Group Limited is beneficially interested in 605,290,886 Shares representing approximately 37.17% of the issued share capital of the Company and (ii) Sureplan Limited which is owned as to 50% by Mr. YANG Bin, as to 25% by Mr. XU Tiefeng and as to 25% by Mr. WU Chiu Kong is beneficially interested in 564,102,563 Shares representing approximately 34.64% of the issued share capital of the Company. In the event that the Share Repurchase Mandate were exercised in full, the shareholding of Hensil Investments Group Limited and Sureplan Limited would be increased to approximately 41.30% and 38.49% of the issued share capital of the Company respectively, assuming that the 605,290,886 Shares and 564,102,563 Shares held as mentioned above remains unchanged. Then, each of Hensil Investments Group Limited and Sureplan Limited and their respective associates could be required under Rule 26 of the Takeovers Code to make a mandatory offer in respect of all the issued shares of the Company by reason of such increase. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchases made under the Share Repurchase Mandate. Further, such full exercise of the Share Repurchase Mandate would cause the Shares held in the hands of the public to fall below the minimum requirement to

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EXPLANATORY STATEMENT

APPENDIX II

approximately 20.21% of the issued share capital of the Company. The Directors will use their best endeavours to ensure that the Share Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25 per cent. of the issued share capital of the Company. The Directors have no intention to exercise the Share Repurchase Mandate which may result in possible mandatory offer being made under the Takeovers Code.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), presently intend to sell any Shares to the Company under the Share Repurchase Mandate in the event that the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.

7. SHARE REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, there was no repurchase of its Shares made by the Company (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

WING SHAN INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that annual general meeting of Wing Shan International Limited (“the Company”) will be held at Falcon Room I, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong, on Friday, 5 June 2009 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited statement of accounts and the report of the directors and the independent auditor’s report for the year ended 31 December 2008.

2. To declare a final dividend.

3. To re-elect directors and to authorize the board of directors to fix the directors’ fees.

4. To re-appoint auditors and to authorize the board of directors to fix their remuneration.

As special business to consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (“the Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company which the Company is authorized to repurchase pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution, and authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance (Cap.32 of the Laws of Hong Kong) (the “Companies Ordinance”) to be held; and

  - (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

1. “ THAT :

2. (a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this Resolution shall authorize the Directors during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares in the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or

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NOTICE OF ANNUAL GENERAL MEETING

rights to acquire shares of the Company; or (iii) an issue of shares in the Company upon the exercise of subscription or conversion rights under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into shares of the Company; or (iv) an issue of shares in the Company as scrip dividends pursuant to the articles of association of the Company from time to time, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting;

“Rights Issue” means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT conditional upon the passing of Ordinary Resolutions Nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot shares pursuant to said Ordinary Resolution No. 6 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to

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NOTICE OF ANNUAL GENERAL MEETING

Ordinary Resolution No. 5, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution.”

By Order of the Board of Directors DU Richeng Chairman

Hong Kong, 29 April 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. The register of members of the Company will be closed from Monday, 1 June 2009 to Friday, 5 June 2009, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend and to determine the identity of the shareholders who are entitled to attend and vote at the meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrars of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-6, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 29 May 2009.

4. Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. With regard to items 3 and 5 to 7 set out in the notice, a circular giving details of the re-election of directors, general mandates to repurchase shares and issue shares of the Company will be despatched to shareholders on 29 April 2009. The biographical details of the retiring directors of the Company who are proposed to be re-elected at the above meeting are set out in Appendix I to the circular.

6. As at the date of this notice, the board of directors of the Company comprise 6 directors, of which Mr. DU Richeng is a non-executive director of the Company, Mr. YANG Bin, Mr. SITU Min and Mr. LI Songquan are executive directors of the Company, Mr. LO Wing Yat and Mr. PANG Fu Keung are independent non-executive directors of the Company.

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