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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  SPT Energy Group Inc.    1251   KYG8405W1069

SPT ENERGY GROUP INC.

(1251)
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SPT Energy : NOTICE OF ANNUAL GENERAL MEETING 2019-04-26

04/26/2019 | 05:13am EST

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.

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of SPT Energy Group Inc. (the "Company") will 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. for the following purposes:

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 retiring 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; and

(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 to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix their remuneration.

4.To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

(A)"That:

(i)subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional

*for identification purpose only

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ordinary shares in the capital of the Company ("Shares") or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii)the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such power after the end of the Relevant Period;

(iii)the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined) or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares; or (3) an issue of Shares as scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate nominal amount of share capital of the Company in issue as at the date of passing this resolution and the approval shall be limited accordingly; and

(iv)for the purpose of this resolution:

(a)"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(1)the conclusion of the next annual general meeting of the Company;

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(2)the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

(3)the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

(b)"Rights Issue" means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares of the Company (subject to such exclusion or other arrangements as the directors of the Company 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

(B)"That:

(i)subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the 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 recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Share Buy-Backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

(ii)the aggregate nominal amount of the shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

-3 -

(iii)subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and

(iv)for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(a)the conclusion of the next annual general meeting of the Company;

(b)the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

(c)the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."

(C)"That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the aggregate nominal amount of the 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 aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in this notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolutions."

5.To consider and, if thought fit, pass the following resolution as ordinary resolution:

"THAT subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of options which may be granted under the Scheme Mandate Limit (as hereinafter defined) and pursuant to the share option scheme of the Company adopted on 1 December 2011 (the "Share Option Scheme"), approval be and is hereby generally and unconditionally granted for refreshing and renewing the Scheme Mandate Limit (as hereinafter defined) under the Share Option Scheme provided that (i) the total number of Shares which may be allotted and issued upon the exercise of the share

-4 -

options to be granted under the Share Option Scheme and other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution (the "Scheme Mandate Limit") and that the Directors be and are hereby authorised, in their absolute discretion, to grant share options under the Share Option Scheme up to the Scheme Mandate Limit and to exercise all the powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such share options."

By order of the Board

SPT Energy Group Inc.

Mr. Wang Guoqiang

Chairman

Hong Kong, 29 April 2019

Registered office:

Corporate Headquarters:

Principal place of business

P.O. Box 31119

5/F, Hongmao Commercial Building

in Hong Kong:

Grand Pavilion

Jia No. 8 Hongjunying East Road

33/F, Edinburgh Tower

Hibiscus Way

Chaoyang District

The Landmark

802 West Bay Road

Beijing

15 Queen's Road Central

Grand Cayman

PRC

Hong Kong

KY1-1205

Cayman Islands

Notes:

(i)Ordinary resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.

(ii)A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of 2 or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the above Annual General Meeting. A proxy need not be a shareholder of the Company.

(iii)In the case of joint holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) 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 members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

(iv)In order to be valid, a form of proxy must be 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 appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and deposit of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if they so wish.

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

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


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Sales 2020 1 486 M 226 M 226 M
Net income 2020 54,6 M 8,31 M 8,31 M
Net cash 2020 292 M 44,4 M 44,4 M
P/E ratio 2020 9,05x
Yield 2020 -
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Free-Float 64,9%
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Mean consensus OUTPERFORM
Number of Analysts 4
Average target price 0,22 CNY
Last Close Price 0,27 CNY
Spread / Highest target -1,99%
Spread / Average Target -18,0%
Spread / Lowest Target -27,8%
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NameTitle
Dong Fang Wu Chief Executive Officer & Executive Director
Guo Qiang Wang Chairman & Secretary
Zhi Guo Li COO & Manager-Project Expansion Department
Qiang Li Chief Financial Officer, Executive Director & VP
Wen Jiang Wan Vice President & Head-Engineering Technology
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