SPT Energy Group Inc. — M&A Activity 2013

Feb 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.

中國醫藥集團總公司 China National Pharmaceutical Group Corporation

(A state-owned enterprise established in the People’s Republic of China)

國藥集團香港有限公司 Sinopharm Group Hongkong Co., Limited

(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)

OFFER UNCONDITIONAL IN ALL RESPECTS

Sole Financial Adviser to Sinopharm Group Hongkong Co., Limited

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As at 3:30 p.m. on 14 February 2013, the Offeror had received valid acceptances of the Offer in respect of 562,499,067 Shares (representing approximately 31.54% of the total issued Shares as at the date of this announcement), which included acceptances in respect of Shares the subject of the Irrevocable Undertakings.

Taking into account the 354,898,750 Sale Shares (representing approximately 19.90% of the total issued Shares as at the date of this announcement) held, controlled or directed by the Offeror and parties acting in concert with it, the Offeror and parties acting in concert with it are interested in an aggregate of 917,397,817 Shares, representing approximately of 51.44% of the total issued Shares as at 3:30 p.m. on 14 February 2013.

As all the Conditions have now been fulfilled or waived (as the case may be), the Offer has become unconditional in all respects as at 3:30 p.m. on 14 February 2013.

In accordance with the Takeovers Code, an offer must remain open for acceptance for at least 21 days following the date on which the Composite Document is posted and, where a conditional offer becomes or is declared unconditional (whether as to acceptances or in all respects), it should remain open for acceptance for not less than 14 days thereafter. Accordingly, the latest time and date for acceptance of the Offer is 4:00 p.m. on 28 February 2013 or such later time and/or date as the Offeror may announce with the consent of the Executive.

INTRODUCTION

Reference is made to the composite document dated 5 February 2013 jointly issued by CNPGC, the Offeror and Winteam in relation to, among other things, the possible pre-conditional voluntary conditional cash offer by Citigroup for and on behalf of the Offeror for all the issued Shares (other than the Lock-up Shares and those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it) (the “ Composite Document ”). Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Composite Document.

ACCEPTANCE LEVEL

As at 3:30 p.m. on 14 February 2013, the Offeror had received valid acceptances of the Offer in respect of 562,499,067 Shares (representing approximately 31.54% of the total issued Shares as at the date of this announcement), which included acceptances in respect of Shares the subject of the Irrevocable Undertakings.

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Taking into account the 354,898,750 Sale Shares (representing approximately 19.90% of the total issued Shares as at the date of this announcement) held, controlled or directed by the Offeror and parties acting in concert with it, the Offeror and parties acting in concert with it are interested in an aggregate of 917,397,817 Shares, representing approximately of 51.44% of the total issued Shares as at 3:30 p.m. on 14 February 2013.

As set out in the Composite Document, the Offer is conditional upon, among other things, the Offeror having received valid acceptances of the Offer by no later than 4:00 p.m. on the Closing Date (or such later time and/or date as the Offeror may determine and announce in accordance with the Takeovers Code) in respect of such number of Shares which, together with the Shares acquired or agreed to be acquired before or during the Offer, would result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights of Winteam. Accordingly, based on the level of acceptances of the Offer as at 3:30 p.m. on 14 February 2013, the Offer has become unconditional as to acceptances.

Save for the acquisition of the Sale Shares by the Offeror pursuant to the S&P Agreement, the Shares the Committed Shareholders have accepted or procured the acceptance of under the Offer pursuant to the Irrevocable Undertakings and the 104 Shares tendered for acceptance by the Independent Shareholders under the Offer as at the date hereof, the Offeror and parties acting in concert with it have not acquired or agreed to acquire any interest in Shares during the Offer Period up to the date of this joint announcement. Neither the Offeror nor any parties acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of Winteam during the Offer Period up to the date of this announcement.

OTHER CONDITIONS

All other Conditions have been fulfilled or waived by the Offeror. The Offer has therefore become unconditional in all respects as at 3:30 p.m. on 14 February 2013.

THE OFFER REMAINS OPEN FOR ACCEPTANCE

In accordance with the Takeovers Code, an offer must remain open for acceptance for at least 21 days following the date on which the Composite Document is posted and, where a conditional offer becomes or is declared unconditional (whether as to acceptance or in all respects), it should remain open for acceptance for not less than 14 days thereafter. Accordingly, the latest time and date for acceptance of the Offer is 4:00 p.m. on 28 February 2013 or such later time and/or date as the Offeror may announce with the consent of the Executive.

Save as set out above, all other terms of the Offer as set out in the Composite Document and the Form of Acceptance remain unchanged. Shareholders are advised to refer to the Composite Document and the Form of Acceptance for details of the acceptance procedures should they wish to accept the Offer. An announcement on the results of the Offer will be made on 28 February 2013 in accordance with Rule 19.1 of the Takeovers Code.

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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 later of the date of receipt by the Registrar of all relevant documents to render the acceptance under the Offer complete and valid, and the date on which the Offer become or are declared unconditional in all respects. 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.

Shareholders are advised that the Offer will remain open for acceptance until 4:00 p.m. on 28 February 2013 (or such other time and/or date(s) as the Offeror may determine and announce in accordance with the Takeovers Code).

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 Xu Tiefeng Chairman

Hong Kong, 14 February 2013

As at the date of this announcement, the Board comprises 16 Directors, of which Mr. WU Xian, Mr. LU Jun, Mr. XU Tiefeng, Mr. YANG Bin and Mr. SITU Min are executive Directors; Mr. SHE Lulin, Mr. LIU Cunzhou, Mr. ZHAO Dongji and Mr. DU Richeng are non-executive Directors; and Mr. ZHOU Bajun, Mr. XIE Rong, Mr. FANG Shuting, Mr. LO Wing Yat, Mr. PANG Fu Keung, Mr. WANG Bo and Mr. ZHANG Jianhui 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.

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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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