SPT ENERGY GROUP INC. 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.
華油能源集團有限公 司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1251)A notice convening the annual general meeting of SPT Energy Group Inc. to be held at Monaco Room 1-3, Basement 1, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 8 June 2016 at 10:00 a.m. is set out on pages 12 to 16 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.spt.cn. 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
21 April 2016
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 APPENDIX I - DETAILS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . 7 APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . 9 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 12In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:
"Annual General Meeting" the annual general meeting of the Company to be held at
Monaco Room 1-3, Basement 1, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on 8 June 2016 (Wednesday) at 10:00 a.m., or any adjournment thereof and notice of which is set out on pages 12 to 16 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
"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
"Companies Law" the Companies Law (2011 Revision) of the Cayman
Islands as amended, supplemented or otherwise modified from time to time
"Controlling Shareholders" has the meaning ascribed thereto under the Listing Rules
and, unless the context require otherwise, refers to Mr. Wang Guoqiang, Mr. Wu Dongfang, 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 42.32% 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
"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" 13 April 2016, 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
"RMB" Renminbi, the legal currency of the PRC
"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
"SFO" Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time
"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
SPT Energy Group Inc. issued this content on 20 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 April 2016 09:27:24 UTC
Original Document: http://www.spt.cn/upload/accessory/20164/2016420177269079985.pdf
