SPT Energy Group Inc. — Proxy Solicitation & Information Statement 2015

Apr 20, 2015

CHINA TRADITIONAL CHINESE MEDICINE CO. LIMITED 中國中藥有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

Form of Proxy for use at the Extraordinary General Meeting convened at Conference Room, 4th Floor, No.1 Keyuan Heng 4 Road, Gaoli Hi-Tech Park, Ronggui, Shunde District, Foshan City, Guangdong Province, China on Thursday, 7 May 2015, at 2:30 p.m.

I/We[(1)]

of

being the holder(s) of[(2)] ordinary shares of the abovenamed Company hereby appoint[(3][&][4)] of

or failing him[(3][&][4)]

of or failing him, the Chairman of the meeting to act as my/our proxy at the Extraordinary General Meeting (or at any adjournment thereof) (the “ EGM ”) of the Company to be held at Conference Room, 4th Floor, No.1 Keyuan Heng 4 Road, Gaoli Hi-Tech Park, Ronggui, Shunde District, Foshan City, Guangdong Province, China on Thursday, 7 May 2015, at 2:30 p.m. for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the said Extraordinary General Meeting (“ Notice of EGM ”) and at the EGM (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS	For(5)	Against(5)
	1.	(a)	To approve, ratify and confirm the subscription agreement dated 22 March
			2015 (as amended and supplemented by a supplemental agreement dated 30
			March2015(the“SinopharmSubscriptionAgreement”)enteredinto
			between the Company and Sinopharm Group Hongkong Co., Limited（國藥集
			團香港有限公司）(“Sinopharm”), a copy of which has been produced to the
			meeting marked “A” and signed by the chairman of the meeting for the
			purpose of identification, and the transactions contemplated thereunder;
		(b)	To approve that the board of directors of the Company (the “Board”) be and
			is hereby authorised and granted a specific mandate (the “Sinopharm Specific
			Mandate”) to allot and issue to Sinopharm, 598,290,598 new shares of the
			Company at the issue price of HK$4.68 each in the share capital of the
			Company in accordance with the terms and conditions of the Sinopharm
			Subscription Agreement; and
		(c)	To approve that the Board be and is hereby authorised to do all such further
			acts and things and execute such further documents and take all such steps
			which in their opinion may be necessary, desirable or expedient to implement
			and/or give effect to the Sinopharm Specific Mandate and the Sinopharm
			Subscription Agreement and the transactions contemplated thereunder.
	2.	(a)	To approve, ratify and confirm the subscription agreement dated 22 March
			2015(the“YangSubscriptionAgreement”)enteredintobetweenthe
			Company and Mr. Yang Bin, an executive director and the managing director
			of the Company (“Mr. Yang”), a copy of which has been produced to the
			meeting marked “B” and signed by the chairman of the meeting for the
			purpose of identification, and the transactions contemplated thereunder;
		(b)	To approve that the board of directors of the Company (the “Board”) be and
			is hereby authorised and granted a specific mandate (the “Yang Specific
			Mandate”) to allot and issue to Mr. Yang (or a wholly-owned subsidiary of
			Mr. Yang as his nominee), 42,735,042 new shares of the Company at the issue
			price of HK$4.68 each in the share capital of the Company in accordance with
			the terms and conditions of the Yang Subscription Agreement; and
		(c)	To approve that the Board be and is hereby authorised to do all such further
			acts and things and execute such further documents and take all such steps
			which in their opinion may be necessary, desirable or expedient to implement
			and/or give effect to the Yang Specific Mandate and the Yang Subscription
			Agreement and the transactions contemplated thereunder.

• ORDINARY RESOLUTIONS For[(5)] Against[(5)]

• 1. (a) To approve, ratify and confirm the subscription agreement dated 22 March 2015 (the “ Wang Subscription Agreement ”) entered into between the Company and Mr. Wang Xiaochun, an executive director of the Company (“ Mr. Wang ”), a copy of which has been produced to the meeting marked “C” and signed by the chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder;

• (b) To approve that the board of directors of the Company (the “ Board ”) be and is hereby authorised and granted a specific mandate (the “ Wang Specific Mandate ”) to allot and issue to Mr. Wang (or a wholly-owned subsidiary of Mr. Wang as his nominee), 42,735,042 new shares of the Company at the issue price of HK$4.68 each in the share capital of the Company in accordance with the terms and conditions of the Wang Subscription Agreement; and

• (c) To approve that the Board be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the Wang Specific Mandate and the Wang Subscription Agreement and the transactions contemplated thereunder.

• 1. (a) To approve that the board of directors of the Company (the “Board”) be and is hereby authorised and granted a specific and unconditional mandate to issue the Placing Shares*;

• (b) To approve that the Board be authorised to do all acts and execute all documents they consider necessary or desirable to give effect to the transactions contemplated in this ordinary resolution No. 4(a); and

• (c) To approve, ratify and confirm any placing agreement or subscription agreement signed by the Company prior to the date of this EGM.

• 1. To re-elect Mr. Zhang Jianhui as a director. 6. To re-elect Mr. Lo Wing Yat as a director.

• The full text of this ordinary resolutions No. 4 is set out in the Notice of the Extraordinary General Meeting contained in the circular to the shareholders of the Company dated 21 April 2015.

Dated: Signature[(6)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. A member of the Company entitled to attend and vote at the EGM shall be entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company, but must attend the EGM in person to represent you.

4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE BOX MARKED “AGAINST”. Failure to complete either box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, this form of proxy must be under its common seal or under the hand of an officer or attorney duly authorised.

7. If more than one of the joint holders are present at the EGM personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant share(s) will alone be entitled to vote in respect of the relevant joint holding.

8. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the registered office of the Company at Room 1601, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the EGM.

9. Any alterations made in this form should be initialled by the person who signs it. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the EGM. In the event that you attend the EGM, this form of proxy will be deemed to be revoked.

10. The description of the ordinary resolutions is by way of summary. The full text of the ordinary resolutions is set out in the Notice of EGM.