SPT Energy : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING 2019-04-26

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SPT Energy Group Inc., you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

REFRESHMENT OF SCHEME MANDATE LIMIT

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of SPT Energy Group Inc. to be held at Monaco Room, Basement 1, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 13 June 2019 at 9:00 a.m. is set out on pages 17 to 22 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.sptenergygroup.com. Whether or not you intend to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deliver it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder from attending and voting in person at the annual general meeting if they so wish and in such event, the form of proxy shall be deemed to be revoked.

*for identification purpose only

29 April 2019

		CONTENTS
			Page
DEFINITIONS . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
APPENDIX I	-	DETAILS OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .			17

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	Monaco Room, Basement 1, Regal Hong Kong Hotel, 88
	Yee Wo Street, Causeway Bay, Hong Kong on 13 June
	2019 (Thursday) at 9:00 a.m., or any adjournment thereof
	and notice of which is set out on pages 17 to 22 of this
	circular
"Articles of Association"	the articles of association of the Company adopted and
	became effective on 1 December 2011, and as amended
	from time to time
"Board"	board of Directors
"Companies Law"	the Companies Law (2011 Revision) of the Cayman
	Islands as amended, supplemented or otherwise modified
	from time to time
"Company"	SPT Energy Group Inc., an exempted company
	incorporated on 12 June 2008 in the Cayman Islands with
	limited liability, with its Shares listed on the main board
	of the Stock Exchange
"Controlling Shareholders"	has the meaning ascribed thereto under the Listing Rules
	and, unless the context require otherwise, refers to Mr.
	Wang Guoqiang, Mr. Ethan Wu, Elegant Eagle
	Investments Limited, Red Velvet Holdings Limited, Best
	Harvest Far East Limited, Widescope Holdings Limited,
	True Harmony Limited, Truepath Limited and their
	respective associates, who together control the exercise
	of approximately 35.06% of the voting rights in general
	meetings of the Company as at the Latest Practicable
	Date
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the legal currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China

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	DEFINITIONS
"Issue Mandate"	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to allot, issue and/or deal
	with Shares not exceeding 20% of the aggregate nominal
	amount of the issued share capital of the Company as at
	the date of passing of the relevant resolution granting the
	Issue Mandate
"Latest Practicable Date"	16 April 2019, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this circular
"Listing Date"	23 December 2011, the date on which dealings in the
	Shares first commenced on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
"PRC"	The People's Republic of China, and for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to repurchase Shares not
	exceeding 10% of the aggregate nominal amount of the
	issued share capital of the Company as at the date of
	passing of the relevant resolution granting the
	Repurchase Mandate
"RMB"	Renminbi, the legal currency of the PRC
"SGD"	Singapore Dollars, the legal currency of Singapore
"Scheme Mandate Limit"	the maximum number of Shares which may be allotted
	and issued upon exercise of all share options to be
	granted under the Share Option Scheme and other such
	schemes of the Company which initially shall not in
	aggregate exceed 10% of the Shares in issue as at the date
	of adoption of the Scheme Mandate Limit by
	Shareholders and thereafter, if refreshed shall not exceed
	10% of the Shares in issue as at the date of approval of
	the refreshed limit by the Shareholders
"SFO"	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong, as amended from time to time

- 2 -

	DEFINITIONS
"Share(s)"	ordinary share(s) of nominal value of US$0.0001 each in
	the capital of the Company
"Share Option Scheme"	the Share Option Scheme adopted by the Company on 1
	December 2011
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers, as amended from
	time to time
"%"	per cent

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