SPT Energy Group Inc. — M&A Activity 2013

Feb 28, 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.

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)

CLOSE OF THE OFFER AND RESULTS OF THE OFFER

Sole Financial Adviser to Sinopharm Group Hongkong Co., Limited

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CLOSE OF THE OFFER

The respective boards of directors of CNPGC, the Offeror and Winteam jointly announce that the Offer closed at 4:00 p.m. on Thursday, 28 February 2013.

RESULTS OF THE OFFER

Taking into account (i) the Acceptance Shares; and (ii) the 354,898,750 Sale Shares (representing 19.90% of the total issued Shares as at the date of this joint announcement) acquired by the Offeror at Completion, the Offeror and parties acting in concert with it are interested in an aggregate of 1,016,023,044 Shares, representing approximately 56.97% of the total issued Shares as at 4:00 p.m. on 28 February 2013.

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 (i) the joint announcement dated 31 August 2012; (ii) the joint announcement dated 29 January 2013 (the “ 29 January Announcement ”); (iii) the joint announcement dated 14 February 2013 and (iv) the composite document dated 5 February 2013 (the “ Composite Document ”) jointly issued by the 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.

CLOSE OF THE OFFER

The respective boards of directors of CNPGC, the Offeror and Winteam jointly announce that the Offer closed at 4:00 p.m. on Thursday, 28 February 2013.

RESULTS OF THE OFFER

As at 4:00 p.m. on 28 February 2013, being the latest time and date for acceptance of the Offer, the Offeror has received valid acceptances in respect of a total of 661,124,294 Offer Shares under the Offer (representing 37.07% of the total issued Shares as at the date of this joint announcement), including 562,498,963 Shares tendered by the Committed Shareholders into the Offer pursuant to the Irrevocable Undertakings (representing 31.54% of the total issued Shares as at the date of this joint announcement) (collectively, the “ Acceptance Shares ”).

Taking into account (i) the Acceptance Shares; and (ii) the 354,898,750 Sale Shares acquired by the Offeror at Completion (representing 19.90% of the total issued Shares as at the date of this joint announcement), the Offeror and parties acting in concert with it are interested in an aggregate of 1,016,023,044 Shares, representing approximately 56.97% of the total issued Shares as at 4:00 p.m. on 28 February 2013.

Save as disclosed in this section and the Sale Shares acquired by the Offeror 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 Winteam 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 Winteam during the Offer Period.

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SHAREHOLDING STRUCTURE OF WINTEAM

Immediately prior to the commencement of the Offer Period, the Offeror and parties acting in concert with it did not hold, control or direct any Shares or rights over the Shares.

During the Offer Period, there were valid acceptances in respect of a total of 661,124,294 Offer Shares tendered under the Offer (representing 37.07% of the total issued Shares as at the date of this joint announcement), including 562,498,963 Shares tendered by the Committed Shareholders into the Offer pursuant to the Irrevocable Undertakings (representing 31.54% of the total issued Shares as at the date of this joint announcement). Taking into account (i) the Acceptance Shares and (ii) the 354,898,750 Sale Shares acquired by the Offeror at Completion (representing 19.90% of the total issued Shares as at the date of this joint announcement), the voting rights attached to 1,016,023,044 Shares (representing approximately 56.97% of the total voting rights attached to all the issued Shares as at the date of this joint announcement) were held or controlled or directed by the Offeror and parties acting in concert with it upon the close 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.

The table below shows the shareholding structure of Winteam: (i) upon Completion but before the Offer; and (ii) immediately after the close of the Offer and as at the date of this joint announcement:

The CommittedShareholders (Note 1)The Offeror andparties actingin concert with itPublic ShareholdersTotal	Upon Completion butbefore the OfferNumber ofShares% of issuedShares830,010,58446.54(Note 2)354,898,75019.90598,501,47333.561,783,410,807100.00	Immediately afterthe close of the Offerand as at the date ofthis joint announcementNumber ofSharesApproximateShareholding %267,511,62115.00(Note 3)1,016,023,04456.97499,876,14228.031,783,410,807100.00

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Notes:

1. Upon Completion but before the Offer, 830,010,584 Shares were directly owned as to:

   • (i) 68,178,172 Shares by Sureplan (representing approximately 3.82% of the total issued Shares);

   • (ii) 380,145,443 Shares by Profit Channel (representing approximately 21.32% of the total issued Shares);

   • (iii) 380,145,443 Shares by Extra Benefit (representing approximately 21.32% of the total issued Shares);

   • (iv) 71,526 Shares by Profit United (representing approximately 0.004% of the total issued Shares); and

   • (v) 1,470,000 Shares by Mr. Xu (representing approximately 0.08% of the total issued Shares).

Sureplan is owned as to 67% by Profit Channel and 33% by Extra Benefit, each of which is in turn wholly owned by Mr. Yang and Mr. Xu, respectively. Profit United is owned as to 50% by Mr. Yang and 50% by Mr. Xu.

1. The 830,010,584 Shares (representing approximately 46.54% of the total issued Shares) include the Lock-up Shares of 267,511,621 Shares, being approximately 15% of the issued Shares of Winteam as at the date of this joint announcement.

2. Immediately after the close of the Offer, Mr. Yang will, through Profit Channel, continue to hold 267,511,621 Shares, representing approximately 15% of the total issued Shares. Please refer to the section headed “Lock-up Shares” in the letter from Citigroup in the Composite Document for further details.

PUBLIC FLOAT OF THE SHARES

Upon the close of the Offer, there are 499,876,142 Shares, representing approximately 28.03% of the entire issued share capital of Winteam, 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.

SETTLEMENT OF THE OFFER

Remittances in respect of the initial consideration payable at HK$1.40 per Offer Share (“ Initial Consideration ”) for the Offer Share(s) tendered under the Offer will be posted to each accepting Shareholder as soon as possible, but in any event within seven Business Days from the date of receipt by the Registrar of all relevant documents to render the acceptance under the Offer complete and valid. The latest date for posting of remittances in respect of the Initial Consideration for the amounts due in respect of valid acceptances received under the Offer on 28 February 2013 will be 11 March 2013.

If the Adjusted Net Profit for FY 2012 is HK$190 million or more, an additional amount of HK$0.30 per Offer Share (“ Additional Consideration ”) will be posted to each accepting Shareholder within seven Business Days after the release of the 2012 annual results announcement of Winteam. For the avoidance of doubt, if the Adjusted Net Profit for FY 2012 is less than HK$190 million, no payment of the Additional Consideration shall be made by the Offeror for the Offer Shares.

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RESIGNATION OF DIRECTORS

As set out in the 29 January Announcement, each of Mr. Xu Tiefeng, Mr. Situ Min, Mr. Du Richeng, Mr. Lo Wing Yat, Mr. Pang Fu Keung, Mr. Wang Bo and Mr. Zhang Jianhui has tendered their resignation as a Director, in each case with effect from the Closing Date after the close of the Offer.

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, 28 February 2013

As at the date of this announcement, the Board comprises nine Directors, of which Mr. WU Xian, Mr. LU Jun and Mr. YANG Bin are executive Directors; Mr. SHE Lulin, Mr. LIU Cunzhou and Mr. ZHAO Dongji are non-executive Directors; and 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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