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SPT Energy Group Inc. — Proxy Solicitation & Information Statement 2013
Mar 6, 2013
49801_rns_2013-03-06_257e57e4-4d7d-4213-aa9f-f9d3b52c8ec9.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 announcement, 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 announcement.
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(Incorporated in Hong Kong with limited liability) (Stock Code: 570)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Winteam Pharmaceutical Group Limited (the “ Company ”) will be held at Conference Room, 8th Floor, No. 2 Rong Gui Qiao Xi Road, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China on Saturday, 23 March 2013 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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“ THAT :
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(a) the Master Purchase Agreement (as defined in the circular (the “Circular”) to the shareholders of the Company dated 7 March 2013) and the transactions contemplated thereunder be and are hereby approved;
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(b) the annual cap in relation to the transactions contemplated under the Master Purchase Agreement for the financial year ending 31 December 2013 be and is hereby approved; and
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(c) any one director of the Company be and is hereby authorised to do all such acts or things, as he may in his absolute discretion consider necessary or desirable, to give effect to the Master Purchase Agreement and the transactions contemplated thereunder.”
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“ THAT :
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(a) the Master Supply Agreement (as defined in the Circular) and the transactions contemplated thereunder be and are hereby approved;
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(b) the annual cap in relation to the transactions contemplated under the Master Supply Agreement for the financial year ending 31 December 2013 be and is hereby approved; and
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(c) any one director of the Company be and is hereby authorised to do all such acts or things, as he may in his absolute discretion consider necessary or desirable, to give effect to the Master Supply Agreement and the transactions contemplated thereunder.”
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“ THAT Mr. Dong Zenghe ( 董增賀先生 ) be re-elected as a non-executive director of the Company and to authorize the board of directors of the Company to fix his remuneration.”
By order of the Board Winteam Pharmaceutical Group Limited Yang Bin
Executive Director
7 March 2013
Notes:
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Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.
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A form of proxy for the meeting is enclosed. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be deposited at the Company’s 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 less than 48 hours before the time appointed for holding of the meeting.
As at the date of this announcement, the Board comprises nine Directors, of which Mr. WU Xian and Mr. YANG Bin are executive Directors; Mr. SHE Lulin, Mr. LIU Cunzhou, Mr. DONG Zenghe and Mr. ZHAO Dongji are non-executive Directors; and Mr. ZHOU Bajun, Mr. XIE Rong and Mr. FANG Shuting are independent non-executive Directors.
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