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 ANNUAL 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 annual general meeting (the "Annual General Meeting") as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting 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., and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the Annual General Meeting and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.

Ordinary Resolutions

For(Note 4)

Against(Note 4)

1

To consider, receive and adopt the audited consolidated financial statements of the Company and the

reports of the directors and auditor for the year ended 31 December 2018.

2

(a)

To re-elect the following persons as directors of the Company:

(i) Mr. Li Qiang as executive director;

(ii) Mr. Wu Jiwei as executive director;

(iii) Ms. Chen Chunhua as non-executive director;

(iv) Mr. Wan Kah Ming as independent non-executive director;

(b)

To authorise the board of directors of the Company to fix the remuneration of the directors.

3

To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the board of directors of

the Company to fix their remuneration.

4

(A)

To give a general mandate to the directors to allot, issue and deal with additional shares not

exceeding 20% of the issued share capital of the Company.

(B)

To give a general mandate to the directors to repurchase shares not exceeding 10% of the issued

share capital of the Company.

(C)

Conditional upon passing of ordinary resolutions number 4(A) and 4(B), to extend the authority

given to the directors pursuant to ordinary resolution no. 4(A) to issue shares by adding to the

aggregate nominal amount of the issued share capital of the Company which may be allotted by

the directors of the Company pursuant to such general mandate of an amount representing the

number of shares repurchased under ordinary resolution No. 4(B).

5

To refresh the scheme mandate limit up to 10% of the issued share capital of the Company.

Date this

day of

, 2019

Signature(s)

(Notes 5 & 6)

Notes:

1.Full name(s) and address(es) shall be inserted in BLOCK CAPITALS.

2.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).

3.Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of Annual General Meeting will act as your proxy.

4.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.

5.If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

6.In the case of joint holders, the signature of any one holder will be sufficient 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 first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.

7.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 certified 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.

8.A proxy need not be a shareholder of the Company.

*for identification purpose only

Attachments

  • Original document
  • Permalink

Disclaimer

SPT Energy Group Inc. published this content on 26 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 April 2019 09:12:08 UTC