SPT Energy Group Inc. — M&A Activity 2011

Jul 8, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

Profit United Investments Limited

(Incorporated in the British Virgin Islands with (Incorporated in Hong Kong with limited liability) limited liability) (Stock code: 570)

CLOSING OF THE UNCONDITIONAL MANDATORY CASH OFFER BY

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Shenyin Wanguo Securities (H.K.) Limited

FOR AND ON BEHALF OF PROFIT UNITED INVESTMENTS LIMITED FOR ALL THE ISSUED SHARES IN WINTEAM PHARMACEUTICAL GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY PROFIT UNITED INVESTMENTS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial Adviser to Financial Adviser to Profit United Investments Limited Winteam Pharmaceutical Group Limited

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Shenyin Wanguo Capital (H.K.) Limited

Optima Capital Limited

CLOSING OF THE OFFER

The Offer made by Shenyin Wanguo Securities (H.K) Limited for and on behalf of the Offeror closed at 4:00 p.m. on Friday, 8 July 2011. The Offer has not been revised or extended.

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ACCEPTANCE LEVEL OF THE OFFER

As at 4:00 p.m. on Friday, 8 July 2011, being the latest time and date for acceptance of the Offer, the Offeror has received valid acceptances in respect of a total of 71,526 Offer Shares under the Offer, representing approximately 0.0040% of the issued share capital of the Company as at the date of this joint announcement.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately prior to the commencement of the Offer Period, (i) 719,102,563 Shares, representing approximately 40.32% of the issued share capital of the Company; and (ii) no rights over the Shares (as defined in the Takeovers Code) were held or controlled or directed by the Offeror and parties acting in concert with it.

During the Offer Period, there were valid acceptances in respect of a total of 71,526 Offer Shares, representing approximately 0.0040% of the issued share capital of the Company, tendered under the Offer. Taking into account the 71,526 Offer Shares transferred to the Offeror under the Offer and the increase in the voting rights as a result of the Undertaking in respect of 181,587,266 Shares, the voting rights attached to 900,761,355 Shares, representing approximately 50.51% of the total voting rights attached to all the issued Shares, were held or controlled or directed by the Offeror and parties acting in concert with it upon closing of the Offer. Save as disclosed above, the Offeror and parties acting in concert with it did not hold, control or direct any Shares or rights over the Shares as at the date of this joint announcement.

PUBLIC FLOAT OF THE SHARES

Upon closing of the Offer, there are 458,945,832 Shares, representing approximately 25.73% of the entire issued share capital of the Company, in public hands. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.

Reference is made to the composite offer and response document (the “ Composite Document ”) jointly issued by the Offeror and the Company in relation to the Offer on 17 June 2011. Terms used herein shall have the same meanings as defined in the Composite Document unless otherwise specified herein.

CLOSING OF THE OFFER

The Offer made by Shenyin Wanguo Securities (H.K) Limited for and on behalf of the Offeror closed at 4:00 p.m. on Friday, 8 July 2011. The Offer has not been revised or extended.

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ACCEPTANCE LEVEL OF THE OFFER

As at 4:00 p.m. on Friday, 8 July 2011, being the latest time and date for acceptance of the Offer, the Offeror has received valid acceptances in respect of a total of 71,526 Offer Shares under the Offer, representing approximately 0.0040% of the issued share capital of the Company as at the date of this joint announcement.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately prior to the commencement of the Offer Period, (i) 719,102,563 Shares, representing approximately 40.32% of the issued share capital of the Company; and (ii) no rights over the Shares (as defined in the Takeovers Code) were held or controlled or directed by the Offeror and parties acting in concert with it.

During the Offer Period, there were valid acceptances in respect of a total of 71,526 Offer Shares, representing approximately 0.0040% of the issued share capital of the Company, tendered under the Offer. Taking into account the 71,526 Offer Shares transferred to the Offeror under the Offer and the increase in the voting rights as a result of the Undertaking in respect of 181,587,266 Shares, the voting rights attached to 900,761,355 Shares, representing approximately 50.51% of the total voting rights attached to all the issued Shares, were held or controlled or directed by the Offeror and parties acting in concert with it upon closing of the Offer. Save as disclosed above, the Offeror and parties acting in concert with it did not hold, control or direct any Shares or rights over the Shares as at the date of this joint announcement.

Save as disclosed in this section and the Sale Shares to be acquired by the Purchasers at Completion pursuant to the S&P Agreement, neither the Offeror nor parties acting in concert with it had acquired or agreed to acquire any other securities of the Company or rights over the Shares during the Offer Period. The Offeror and parties acting in concert with it had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

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Set out below is the shareholding structure of the Company in terms of voting rights attached to the issued Shares immediately prior to the commencement of the Offer Period, upon closing of the Offer as at the date of this joint announcement and during the Undertaking Period, and immediately after Completion (assuming there will be no other changes to the shareholding structure of the Company from the date of this joint announcement to the date of Completion):

Shareholders The Vendor The Offeror, the Purchasers and parties acting in concert with any of them Public Shareholders	Immediately prior to the commencement of the Offer Period Upon closing of the Offer as at the date of this joint announcement and during the Undertaking Period Voting rights Approx. % Voting rights Approx. % 605,290,886 33.94% 423,703,620 23.76% 719,102,563 40.32% 900,761,355 50.51% 459,017,358 25.74% 458,945,832 25.73% 1,783,410,807 100.00% 1,783,410,807 100.00%	Immediately after Completion Voting rights Approx. % – – 1,324,464,975 74.27% 458,945,832 25.73% 1,783,410,807 100.00%

Set out below is the shareholding structure of the Company in terms of legal and beneficial interests of the issued Shares immediately prior to the commencement of the Offer Period, upon closing of the Offer as at the date of this joint announcement and during the Undertaking Period, and immediately after Completion (assuming there will be no other changes to the shareholding structure of the Company from the date of this joint announcement to the date of Completion):

The Vendor The Offeror, the Purchasers and parties acting in concert with any of them Public Shareholders	Immediately prior to the commencement of the Offer Period Upon closing of the Offer as at the date of this joint announcement and during the Undertaking Period Number of Shares Approx. % Number of Shares Approx. % 605,290,886 33.94% 605,290,886 33.94% 719,102,563 40.32% 719,174,089 40.33% 459,017,358 25.74% 458,945,832 25.73% 1,783,410,807 100.00% 1,783,410,807 100.00%	Immediately after Completion Number of Shares Approx. % – – 1,324,464,975 74.27% 458,945,832 25.73% 1,783,410,807 100.00%

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PUBLIC FLOAT OF THE SHARES

Upon closing of the Offer, there are 458,945,832 Shares, representing approximately 25.73% of the entire issued share capital of the Company, in public hands. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.

By Order of the board of directors of By Order of the Board Profit United Investments Limited Winteam Pharmaceutical Group Limited XU Tiefeng DU Richeng Director Chairman

Hong Kong, 8 July 2011

As at the date of this joint announcement, the directors of the Offeror are Mr. YANG Bin and Mr. XU Tiefeng.

As at the date of this joint announcement, the Board comprises nine Directors, of which Mr. DU Richeng is a non-executive Director; Mr. YANG Bin, Mr. XU Tiefeng, 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.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

All the directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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