SPT Energy Group Inc. — M&A Activity 2011

Oct 14, 2011

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.

==> picture [252 x 37] intentionally omitted <==

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

COMPLETION OF ACQUISITION OF SALE SHARES IN WINTEAM PHARMACEUTICAL GROUP LIMITED BY PROFIT CHANNEL DEVELOPMENT LIMITED AND EXTRA BENEFIT CORP.

COMPLETION OF ACQUISITION OF SALE SHARES

The Board wishes to advise the Shareholders that as informed by the Purchasers and the Vendor, completion of the acquisition of the Sale Shares by the Purchasers took place after the Stock Exchange trading hours on 14 October 2011. Upon Completion, the Offeror, the Purchasers and parties acting in concert with any of them hold a legal and beneficial interest in, and control voting rights in respect of, an aggregate of 1,325,934,975 Shares, representing approximately 74.35% of the entire issued share capital of the Company.

Reference is made to the announcements jointly issued by Profit United Investments Limited (the “Offeror”) and the Company dated 27 May 2011 and 8 July 2011 and the composite offer and response document issued jointly by the Offeror and the Company dated 17 June 2011 (the “Document”) in relation to, among other things, the acquisition of the Sale Shares by the Purchasers and the unconditional mandatory cash offer by Shenyin Wanguo Securities (H.K.) Limited for and on behalf of the Offeror for all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and the parties acting in concert with it). Capitalised terms used in this announcement shall have the same meanings as those defined in the Document unless otherwise specified.

1

COMPLETION OF THE ACQUISITION OF SALE SHARES

The Board wishes to advise the Shareholders that as informed by the Purchasers and the Vendor, completion of the acquisition of the Sale Shares by the Purchasers took place after the Stock Exchange trading hours on 14 October 2011. Set out below is the shareholding structure of the Company in terms of voting rights attached to the issued Shares immediately before Completion and immediately after Completion:

Shareholders The Vendor The Offeror, the Purchasers and parties acting in concert with any of them_(Note)_ Public Shareholders	Immediately upon the closing of the Offer on 8 July 2011 Voting rights Approx. % 423,703,620 23.76% 900,761,355 50.51% 458,945,832 25.73% 1,783,410,807 100.00%	Immediately before Completion Voting rights Approx. % 423,703,620 23.76% 902,231,355 50.59% 457,475,832 25.65% 1,783,410,807 100.00%	Immediately after Completion Voting rights Approx. % – – 1,325,934,975 74.35% 457,475,832 25.65% 1,783,410,807 100.00%	Immediately after Completion Voting rights Approx. % – – 1,325,934,975 74.35% 457,475,832 25.65% 1,783,410,807 100.00%
				100.00%

Set out below is the shareholding structure of the Company in terms of legal and beneficial interests of the issued Shares immediately before Completion and immediately after Completion:

Shareholders The Vendor The Offeror, the Purchasers and parties acting in concert with any of them_(Note)_ Public Shareholders	Immediately upon the closing of the Offer on 8 July 2011 Number of Shares Approx. % 605,290,886 33.94% 719,174,089 40.33% 458,945,832 25.73% 1,783,410,807 100.00%	Immediately before Completion Number of Shares Approx. % 605,290,886 33.94% 720,644,089 40.41% 457,475,832 25.65% 1,783,410,807 100.00%	Immediately after Completion Number of Shares Approx. % – – 1,325,934,975 74.35% 457,475,832 25.65% 1,783,410,807 100.00%	Immediately after Completion Number of Shares Approx. % – – 1,325,934,975 74.35% 457,475,832 25.65% 1,783,410,807 100.00%
				100.00%

Note: Based on the information provided by the Offeror, after the closing of the Offer, Mr. Xu acquired (i) 720,000 Shares on market at an average price per Share of approximately HK$1.063 on 30 September 2011; (ii) 114,000 Shares on market at an average price per Share of HK$1.090 on 3 October 2011; (iii) 324,000 Shares on market at an average price per Share of approximately HK$1.070 on 6 October 2011; (iv) 174,000 Shares on market at an average price per Share of approximately HK$1.090 on 7 October 2011; and (v) 138,000 Shares on market at an average price per Share of approximately HK$1.096 on 11 October 2011. The highest price per Share paid by Mr. Xu for the aforesaid acquisitions was HK$1.110, which is lower than the Offer Price of HK$1.125.

2

Upon Completion, the Offeror, the Purchasers and parties acting in concert with any of them hold a legal and beneficial interest in, and control voting rights in respect of, an aggregate of 1,325,934,975 Shares, representing approximately 74.35% of the entire issued share capital of the Company. Accordingly, as at the date of this announcement, the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules is satisfied.

By order of the Board Winteam Pharmaceutical Group Limited DU Richeng Chairman

Hong Kong, 14 October 2011

As at the date of this announcement, the Board comprises nine Directors, of which Mr. DU Richeng is a non-executive Director; Mr. XU Tiefeng, Mr. YANG Bin, Mr. SITU Min and Mr. LI Songquan are executive Directors; and Mr. LO Wing Yat, Mr. PANG Fu Keung, Mr. WANG Bo and Mr. ZHANG Jianhui are independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

3