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

Apr 20, 2015

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

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

( Incorporated in Hong Kong with limited liability )

( Stock Code: 570 )

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of China Traditional Chinese Medicine Co. Limited (the “ Company ”) will 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 following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (a) the subscription agreement dated 22 March 2015 (as amended and supplemented by a supplemental agreement dated 30 March 2015 (the “ Sinopharm Subscription Agreement ”) entered into 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 be and is hereby approved, ratified and confirmed;

   • (b) 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

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• (c) 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.”

1. “ THAT :

   • (a) the subscription agreement dated 22 March 2015 (the “ Yang Subscription Agreement ”) entered into between the 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 be and is hereby approved, ratified and confirmed;

   • (b) 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 whollyowned 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) 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.”

3. “ THAT :

• (a) 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 be and is hereby approved, ratified and confirmed;

• (b) 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 whollyowned 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) 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.”

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4. “ THAT :

• (a) the board of directors of the Company (the “ Board ”) be and is hereby authorised and granted, during the Relevant Period (as defined below), a specific and unconditional mandate to issue, allot and/or deal with new shares of the Company (the “ Placing Shares ”) and to make or grant offers, agreements, options, convertible securities or other securities which would or might require Placing Shares to be issued, allotted and/or dealt with for the purpose of raising capital to finance part of the consideration for the proposed acquisition of an aggregate of approximately 87.30% of the registered capital of 江陰天江藥業有限公司 (Jiangyin Tianjiang Pharmaceutical Co. Ltd.*) or other potential investments in the traditional Chinese medicine industry, subject to the following conditions:

  • (i) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements, options, convertible securities or other securities which might require the exercise of such powers after the end of the Relevant Period;

  • (ii) the number of Placing Shares to be issued, allotted and/or dealt with or agreed conditionally or unconditionally to be issued, allotted and/or dealt with by the Board shall not exceed 1,069,962,000 shares; and

(iii) the Placing Shares shall be issued at a price not less than HK$4.68 per Placing Share.

For the purposes of this resolution, “ Relevant Period ” means the one-month period following the passing of this resolution;

• (b) contingent on the Board resolving to issue the Shares pursuant to paragraph (a) of this resolution, the Board be authorised to do all acts and execute all documents they consider necessary or desirable to give effect to the issue of new shares of the Company pursuant to paragraph (a) of this resolution; and

• (c) any placing agreement or subscription agreement signed by the Company prior to the date of this extraordinary general meeting is hereby approved, ratified and confirmed.”

1. “ THAT :

Mr. ZHANG Jianhui be and is hereby re-elected as a director of the Company.”

• for identification only

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6. “ THAT :

Mr. LO Wing Yat be and is hereby re-elected as a director of the Company.”

By order of the Board China Traditional Chinese Medicine Co. Limited Wu Xian Chairman

21 April 2015

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.

2. A form of proxy for the meeting is enclosed. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be deposited at the Company’s registered office at Room 1601, Emperor Group Centre, 288 Henessy Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting.

As at the date of this notice, the Board comprises eleven Directors, of which Mr. WU Xian, Mr. YANG Bin and Mr. WANG Xiaochun are executive Directors; Mr. LIU Cunzhou, Mr. ZHANG Jianhui, Mr. DONG Zenghe and Mr. ZHAO Dongji are non-executive Directors; and Mr. ZHOU Bajun, Mr. XIE Rong, Mr. YU Tze Shan Hailson and Mr. LO Wing Yat are independent non-executive Directors.

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