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SPT Energy Group Inc. M&A Activity 2013

Mar 24, 2013

49801_rns_2013-03-24_6fb18209-228c-45c8-a982-7ad0ca7695f6.pdf

M&A Activity

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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.

中國醫藥集團總公司 國藥集團香港有限公司 China National Pharmaceutical Sinopharm Group Group Corporation Hongkong Co., Limited

(A state-owned enterprise established

in the People’s Republic of China)

(Incorporated in Hong Kong with limited liability)

(Incorporated in Hong Kong with limited liability)

(Stock code: 570)

JOINT ANNOUNCEMENT

VOLUNTARY CONDITIONAL CASH OFFER BY CITIGROUP GLOBAL MARKETS ASIA LIMITED FOR AND ON BEHALF OF SINOPHARM GROUP HONGKONG CO., LIMITED FOR ALL THE ISSUED SHARES IN WINTEAM PHARMACEUTICAL GROUP LIMITED

(OTHER THAN THE LOCK-UP SHARES AND THOSE SHARES ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY SINOPHARM GROUP HONGKONG CO., LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

ADJUSTED NET PROFIT FOR FY 2012

Sole Financial Adviser to Sinopharm Group Hongkong Co., Limited

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ADJUSTED NET PROFIT FOR FY 2012

The Adjusted Net Profit for FY 2012 is HK$193,910,000. A cheque for an amount representing (i) an additional HK$0.30 per Offer Share tendered under the Offer will be despatched to each accepting Shareholder and (ii) an additional HK$0.30 per Sale Share tendered under the S&P Agreement will be despatched to each Vendor, in each case by ordinary post within seven Business Days after the date of this announcement.

Reference is made to (i) the composite document dated 5 February 2013 (the “ Composite Document ”), (ii) the joint announcement dated 31 August 2012, (iii) the joint announcement dated 14 February 2013 and (iv) the joint announcement dated 28 February 2013, each jointly issued by CNPGC, the Offeror and Winteam in relation to, among other things, the Offer.

Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Composite Document.

ADJUSTED NET PROFIT FOR FY 2012

The Adjusted Net Profit for FY 2012 is HK$193,910,000 and has been calculated on the basis of the definition set out in the Composite Document.

As the Adjusted Net Profit for FY 2012 is more than HK$190 million, a cheque for an amount representing (i) an additional HK$0.30 per Offer Share tendered under the Offer will be despatched to each accepting Shareholder and (ii) an additional HK$0.30 per Sale Share tendered under the S&P Agreement will be despatched to each Vendor, in each case by ordinary post at his/her/its own risk as soon as possible but in any event within seven Business Days after the date of this announcement.

By order of the board of directors of China National Pharmaceutical Group Corporation She Lulin Director

By order of the board of directors of Sinopharm Group Hongkong Co., Limited Yang Shanhua Director

By order of the board of directors of Winteam Pharmaceutical Group Limited Yang Bin Director

Hong Kong, 24 March 2013

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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; Mr. ZHOU Bajun, Mr. XIE Rong and Mr. FANG Shuting are independent non-executive Directors.

As at the date of this announcement, the sole director of the Offeror is Mr. YANG Shanhua.

As at the date of this announcement, the board of directors of CNPGC comprises nine directors, of which Mr. SONG Zhiping is the Chairman, Mr. SHE Lulin is the Vice Chairman and General Manager and Ms. WANG Lifeng is the Vice Chairman; Mr. WANG Fucheng, Mr. LI Yuhua, Mr. FAN Xiaofu, Mr. LIU Zhi, Mr. ZHANG Jianhui and Ms. XU Linli are directors.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the sole director of the Offeror and the directors of CNPGC) 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 statement in this announcement misleading.

The sole director of the Offeror and the directors of CNPGC jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than the information relating to the Group, the Vendors and parties acting in concert with any of them), and confirm having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Directors) 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 statement in this announcement misleading.

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