SPT Energy Group Inc. — Capital/Financing Update 2013

Aug 14, 2013

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.

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(Incorporated in Hong Kong with limited liability) (Stock Code: 570)

DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF LAND

The Board is pleased to announce that on 14 August 2013, the Purchaser, a wholly-owned subsidiary of the Company, acquired the Land through the Auction at a consideration of RMB234.05 million (equivalent to approximately HK$294.9 million). The Land has a net usable site area of 22,041.7 square metres and is located at the east of Lingnan Road and south of Kuiqi Road, Chancheng District, Foshan City, Guangdong Province, the PRC. The Group intends to develop the Land as its future headquarters. As at the date hereof, the Group has not drawn up any concrete development and construction plan for the Land.

The Acquisition constitutes a discloseable transaction for the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE ACQUISITION

Subject matter

On 14 August 2013, the Purchaser, a wholly-owned subsidiary of the Company, acquired the Land through the Auction at a consideration of RMB234.05 million (equivalent to approximately HK$294.9 million). To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Owner is a third party independent of the Company and its connected persons (as defined under the Listing Rules).

Details of the Land

The Land being acquired by the Purchaser from the Owner is the plot of land which has a net usable site area of 22,041.7 square metres and is located at the east of Lingnan Road and south of Kuiqi Road, Chancheng District, Foshan City, Guangdong Province, the PRC. The Land is designated for commercial and residential uses with land use rights lasting for a period of 40 years and 70 years for the respective uses.

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Consideration and payment terms

The consideration for the Acquisition is RMB234.05 million (equivalent to approximately HK$294.9 million), which was determined through a public bidding process at the Auction. The Purchaser and the Owner shall enter into the Land Transfer Contract within ten days from 14 August 2013. RMB117.025 million (equivalent to approximately HK$147.5 million) (the “ First Installment ”), being 50% of the consideration for the Acquisition, shall be paid within one month after execution of the Land Transfer Contract and the remaining balance of the consideration shall be paid within six months after execution of the Land Transfer Contract. A deposit of RMB50 million (equivalent to approximately HK$63.0 million) has been paid by the Group and will be transferred as part payment for the First Installment. The consideration for the Acquisition has been/shall be satisfied by internal resources of the Group and/or external borrowings.

REASONS FOR THE ACQUISITION

The principal business activities of the Group are the manufacture and sale of traditional Chinese medicine and pharmaceutical products in the PRC with focuses on respiratory system drugs, nasal preparations, cerebro-cardiovascular drugs, and rheumatic diseases and bone injury drugs.

As announced by the Company in its announcement dated 24 May 2013, the Company entered into a conditional agreement to acquire the entire issued share capital of Tongjitang which is a leading pharmaceutical enterprise in the PRC with emphasis on orthopedics traditional Chinese medicines. The Directors expects to realise synergetic effect as a result of the consolidation of its resources for administrative function, sale and marketing and research and development and that of Tongjitang. In anticipation of the completion of the acquisition of Tongjitang in the fourth quarter of 2013 and the enlarged scale of operations of the Group, the Group intends to develop the Land as its future headquarters equipped with modernized research and development facilities for its traditional Chinese medicine and pharmaceutical products and staff quarters for senior management. The Directors are of the view that the Acquisition represents a good investment for the Group’s long-term business development and expansion purpose. As at the date hereof, the Group has not drawn up any concrete development and construction plan for the Land. The Group will formulate the detailed development and construction plan of the Land after completion of the acquisition of Tongjitang and will make further announcement(s) in compliance with the Listing Rules as and when appropriate. The Directors consider that the terms of the Acquisition, including the consideration for the Land, are fair and reasonable and the Acquisition is in the interest of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

The Acquisition constitutes a discloseable transaction for the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, the following expression shall, unless the context requires otherwise, have the following meanings:

“Acquisition”	the acquisition of the land use rights of the Land by the Purchaser
“Auction”	the public auction in respect of the Land organized by佛山市襌城
	區公共資源交易中心(Foshan Chancheng Public Resource Trading
	Centre*), which is the land trading center in Foshan, the PRC
“Board”	the board of Directors
“Company”	Winteam Pharmaceutical Group Limited, a company incorporated in
	Hong Kong with limited liability, the issued shares of which are listed
	on the Main Board of the Stock Exchange (stock code: 570)
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Land”	the plot of land to be acquired by the Company which has a net usable
	site area of 22,041.7 square metres, and is located at the east of Lingnan
	Road and south of Kuiqi Road, Chancheng District, Foshan City,
	Guangdong Province, the PRC
“Land Transfer Contract”	國有建設用地使用權出讓合同(contract for the transfer of land use
	right of State-owned construction land*) in respect of the Land which
	shall be entered into between the Purchaser and the Owner within ten
	days from 14 August 2013
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Owner”	佛山市襌城區國土城建和水務局(Foshan Chancheng City
	Development and Water Authority*), a PRC government authority
“PRC”	The People’s Republic of China which, for the purpose of this
	announcement, excludes Hong Kong, the Macau Special Administrative
	Region and Taiwan
“Purchaser”	佛山盈天醫藥發展有限公司(Foshan Winteam Pharmaceutical
	Development Company Limited*), a wholly-owned subsidiary of the
	Company

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“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Tongjitang”	Tongjitang Chinese Medicine Company
“RMB”	Renminbi, the lawful currency of PRC
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

For illustration purpose only, amounts in RMB in this announcement have been translated into HK$ at the rate of RMB1 = HK$1.26. No representation is made that any amounts in HK$ and RMB have been or could be converted at the above rate or at any other rates or at all.

By Order of the Board Winteam Pharmaceutical Group Limited WU Xian Chairman

Hong Kong, 14 August 2013

As at the date of this announcement, the Board comprises nine Directors of which Mr. WU Xian and Mr. YANG Bin are executive Directors; Mr. SHE Lulin, Mr. LIU Cunzhou, Mr. DONG Zenghe and Mr. ZHAO Dongji are non-executive Directors; and Mr. ZHOU Bajun, Mr. XIE Rong and Mr. FANG Shuting are independent non-executive Directors.

* for identification purpose only

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