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SPT Energy Group Inc. — Proxy Solicitation & Information Statement 2013
Jan 18, 2013
49801_rns_2013-01-18_5b6d144f-375a-4380-b0ca-9bd0558f6756.pdf
Proxy Solicitation & Information Statement
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SPT Energy Group Inc. 華油能源集團有限公司 *
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1251)
FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING
I/We (Note 1) of (Note 1)
being the registered holder(s) of (Note 2) shares of US$0.0001 each in the capital of SPT Energy Group Inc. (the “ Company ”) hereby appoint (Note 3) of (Note 3)
or failing him/her, the chairman of the extraordinary general meeting (the “ Extraordinary General Meeting ”) as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting to be held at 8/F, Tower B, Desheng International Center, No. 83 Dewai Street, Xicheng District, Beijing, PRC on Tuesday, 5 February 2013 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fi t, passing with or without modifi cation, the resolution as set out in the notice of the Extraordinary General Meeting (the “ Notice ”) and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fi t. My/our proxy will also be entitled to vote on any matters properly put to the Extraordinary General Meeting in such manner as he/she thinks fi t.
| Ordinary Resolution | For | (Note 4) | Against | (Note 4) | |
|---|---|---|---|---|---|
| (i) | To grant a specif c mandate to the Directors (as def ned in the | ||||
| Notice) to issue the Conversion Shares (as def ned in the Notice); | |||||
| (ii) | To approve the terms and conditions of the amendment deed | ||||
| executed by the Company, CSOF Inno Investments Limited and | |||||
| Everbright Inno Investments Limited and dated 31 December | |||||
| 2012; | |||||
| (iii) | To authorize the Directors to sign documents and to take actions as | ||||
| they consider necessary. |
Dated this
day of , 2013 Signature(s)
(Notes 5 & 6)
Notes:
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Full name(s) and address(es) shall be inserted in BLOCK CAPITALS .
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Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).
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Full name(s) and address(es) shall be inserted in BLOCK CAPITALS . If not completed, the chairman of Extraordinary General Meeting will act as your proxy.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
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If the appointor is a corporation, this form must be executed under common seal or under the hand of an offi cer, attorney, or other person duly authorised on that behalf.
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In the case of joint holders, the signature of any one holder will be suffi cient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands fi rst on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.
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To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certifi ed copy thereof), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
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A proxy need not be a shareholder of the Company.
* for identifi cation purpose only