Central Development Holdings Limited — AGM Information 2012

Jul 6, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Resources and Transportation Group Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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CHINA RESOURCES AND TRANSPORTATION GROUP LIMITED 中國資源交通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company to be held at the Oasis Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 8 August 2012 at 11 a.m. is set out on pages 9 to 11 of this circular.

A proxy form for use at the meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the proxy form and return the same to the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) if you so wish.

9 July 2012

CONTENTS

Page(s)	Page(s)
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Biographical Details of Retiring Directors. . . . . . . . . . . . . . . . . . .	7
Appendix II — Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular and the appendices, unless the context requires otherwise, the following expressions have the following meanings:

“AGM” the Annual General Meeting of the Company to be held at Oasis Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 8 August 2012 at 11 a.m., or any adjournment thereof

“Articles of Association”	the Articles of Association of the Company
“Board”	the board of Directors
“Company”	China Resources and Transportation Group Limited, an
	exempted company incorporated in the Cayman Islands with
	limited liability, the shares of which are listed on the Stock
	Exchange (Stock Code: 269)
“Director(s)”	the directors of the Company
“General Mandate”	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to allot, issue and
	deal with Shares in the manner as set out in the ordinary
	resolution no. 5 of the Notice
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	29 June 2012, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Memorandum”	Memorandum of Association of the Company
“Notice”	the notice of the AGM set out on pages 9 to 11 of this
	circular
“Shareholder(s)”	registered holder(s) of the Share(s) in issue

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DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

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CHINA RESOURCES AND TRANSPORTATION GROUP LIMITED 中國資源交通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

Directors:

Executive Directors

Mr. Cao Zhong (Chairman)

Mr. Fung Tsun Pong (Vice-Chairman)

• Mr. Duan Jingquan

(Chief Executive Officer)

• Mr. Tsang Kam Ching, David

Registered Office

Caledonian Trust (Cayman) Limited Caledonian House 69 Dr. Roy’s Drive P.O. Box 1043 Grand Cayman, KY1-1102 Cayman Islands

(Finance Director)

Head office and Principal Place of Business

Non-Executive Director

• Mr. Neil Bush

Independent Non-Executive Directors

Mr. Yip Tak On

Room 1801-07, 18/F China Resources Building 26 Harbour Road Wanchai Hong Kong

Mr. Jing Baoli

Mr. Bao Liang Ming

9 July 2012

Dear Shareholder(s),

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the following resolutions to be proposed at the AGM:

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LETTER FROM THE BOARD

• (a) granting a General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue at the time of passing of such resolution;

• (b) re-electing the retiring Directors; and

• (c) approving other ordinary businesses to be considered at the AGM, including, among others, the approval and adoption of the audited financial statements and reports of the Directors and auditors for the year ended 31 March 2012, the fixing of Directors’ fees, the appointment of the incumbent auditors and the authorization to the Directors to fix audit fees.

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES

At the annual general meeting of the Company held on 11 August 2011, the Directors were granted a general mandate to allot, issue and deal with ordinary shares of HK$0.01 each in the capital of the Company on the Stock Exchange. The mandate will expire at the conclusion of the AGM.

It will be proposed at the AGM as an ordinary resolution, which is set out in resolution no. 5 of the Notice granting the Directors a general mandate to allot, issue, and deal with Shares not exceeding 20 percent (20%) of the Shares in the issued share capital of the Company as at the date of passing the resolution.

The Company has in issue an aggregate number of 20,190,783,895 Shares as at the Latest Practicable Date. Subject to the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot up to the aggregate nominal amount of 4,038,156,779 Shares on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

The Directors have no immediate plan to issue any new Shares.

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently comprises four executive Directors, namely Messrs Cao Zhong, Fung Tsun Pong, Duan Jingquan and Tsang Kam Ching, David; a non-executive Director, namely Mr. Neil Bush; and three independent non-executive Directors, namely Messrs Yip Tak On, Jing Baoli and Bao Liang Ming.

In accordance with Article 117 of the Articles of Association, at each annual general meeting one-third, or, if their number is not three or a multiple of three, then the number nearest to one-third, of the Directors who have been longest in office since their last

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LETTER FROM THE BOARD

election by Shareholders in a general meeting shall retire from office. As a result, Mr. Yip Tak On (“ Mr. Yip ”) and Mr. Bao Liang Ming (“ Mr. Bao ”), being the longest-serving Directors shall retire at the AGM and being eligible, offer themselves for re-election.

Further, pursuant to Article 100 of the Articles of Association, any Director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the next general meeting. Accordingly, Mr. Duan Jingquan (“ Mr. Duan ”), being the additional Director appointed during the year under review shall retire at the AGM and being eligible, offer himself for re-election.

Brief Biographical Details of the Retiring Directors are set out in Appendix I to this Circular

Subject to Article 121 of the Articles of Association, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the Company’s Hong Kong branch share registrar, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, at least seven (7) days before the date of the AGM. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is duly received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.

NOTICE OF ANNUAL GENERAL MEETING

The Notice is set out on pages 9 to 11 of this circular. Resolutions to be proposed at the AGM include, inter alia:

• (i) an ordinary resolution to approve the proposed re-election of the retiring Directors, namely Mr. Duan as an executive Director and Mr. Yip and Mr. Bao as the independent non-executive Directors; and

• (ii) an ordinary resolution to approve the proposed grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the Shares in the issued share capital of the Company as at the date of passing such resolution;

FORM OF PROXY

A proxy form for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying proxy form in

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LETTER FROM THE BOARD

accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

VOTING BY POLL

Pursuant to rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll.

At the AGM, the chairman of the meeting will exercise his power under the Articles of Association to put all the resolutions set out in the Notice to the vote by way of poll.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATIONS

The Directors believe that the General Mandate is in the best interest of the Company and the Shareholders as a whole, and that an exercise of the General Mandate to allot and issue new Shares will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Directors also believe that the proposed resolutions in respect of re-election of retiring Directors and other resolutions to be proposed at the AGM are all in the best interest of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, By Order of the Board

Cao Zhong

Chairman

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

This appendix provides you with the biographical details of the Directors who will retire from their offices at the AGM and being, eligible, will offer themselves for re-election, at the AGM in accordance with the Articles of Association.

PROPOSED DIRECTORS

Mr. Duan Jingquan , aged 56, has been appointed as an executive Director and the chief executive officer of the Company since 7 November 2011. He is currently the Chairman of the Supervisory Committee of Sino Life Insurance Company Limited (“ Sino Life ”), the Managing Director of the Accounting Society of China, a member of the Specialist Advisory Committee of the China Association of Actuaries, an adjunct professor of The Peking University HSBC Business School and a member of the Steering and Consultation Committee for Innovative Development of Shenzhen Insurance Industry. Mr. Duan graduated from Dongbei University of Finance and Economics (formerly known as Liaoning Institute of Finance and Economics) in 1982. He served the Ministry of Finance for around 20 years and assumed different positions, including as the chief officer of the Commerce Bureau of the Finance Department, the deputy head and the head of the Central Planning Office from 1982 to 1994, the deputy head of the Supervision Department from 1994 to 1998, the head of the Finance Supervision Department and the Supervision and Inspection Department from 1998 to 2002. Between 2002 and 2005, he was positioned as the Deputy General Manager of China Export and Credit Insurance Corporation. From 2005 to 2009, he was appointed as the General Manager and Director of Mingsheng Life Insurance Company Limited. In August 2009, Mr. Duan joined Sino Life and served as its General Manager and Director and he was then appointed as the Vice Chairman of Sino Life in October 2010. In October 2011, he took up the role as the Chairman of the Supervisory Committee of Sino Life. Mr. Duan was the major author of “Introduction to Financial Supervision”, his first treatise on finance. He has been selected by China Insurance Journal as one of the “Top Ten Persons of 2009 in the Insurance Industry”. Mr. Duan has over 20 years’ experience in management of state agencies and enterprises. While he was with the Ministry of Finance, he developed and implemented various state finance management mechanisms which still exert significant influences nowadays. During his years with commercial enterprises, he pushed forward various reform programs, exercised assiduity at company management and operation, thus remarkably enhanced the performance of the enterprises.

Mr. Yip Tak On , aged 65, has been appointed as an independent non-executive Director since 22 September 2004. Mr. Yip is a fellow member of the Association of Chartered Certified Accountants, HKICPA, Taxation Institute of Hong Kong, and a full member of the Hong Kong Securities Institute. Mr. Yip has founded his own Certified Public Accountants firm for more than 20 years and he is the managing director of T. O. Yip & Co., Limited. Mr. Yip is also the vice-chairman of Kwun Tong District Civic Education

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

Committee, and the chairman of charitable institution, the Neighborhood Advice-Action Council. Mr. Yip has not held other directorships in listed company in the last three years.

Mr. Bao Liang Ming , aged 56, has been appointed as an independent non-executive Director since 1 February 2007. Mr. Bao has vast executive and management experience. He has held various directorships in state owned enterprises in Tianjin and Beijing of the People’s Republic of China.

Pursuant to a service agreement entered into between Mr. Duan and the Company, Mr. Duan was appointed for a term of 3 years starting from 7 November 2011 and is entitled to an annual salary of approximately HK$2,760,000, discretionary bonus and other benefits at the sole and absolute discretion of the Board and its remuneration committee. Mr. Duan’s remuneration was determined by reference to his duties and responsibilities, experience, performance and market conditions.

The appointments of Mr. Yip and Mr. Bao were renewed on 25 July 2011 and 1 February 2011 respectively for a term of two years and their respective annual director’s fee is HK$120,000.

As at the Latest Practicable Date, each of Mr. Duan, Mr. Yip and Mr. Bao does not hold any interest or short position in the shares, underlying shares and debentures of the Company.

Save as disclosed above, each of Mr. Duan, Mr. Yip and Mr. Bao has not held any position in other companies listed on the Stock Exchange or any other securities market in the last three years. In addition, each of them does not hold any other position with the Company or other members of the Group nor has he had any relationship with any other directors, senior management or substantial or controlling shareholders of the Company or any of their associates (as defined in the Listing Rules).

Save as disclosed above and to the best of the Board’s knowledge, information and belief, having made all reasonable enquiries, there is no other information relating to the proposed re-election of the retiring Directors that needs to be disclosed pursuant to Rules 13.51(2) of the Listing Rules nor the Board is aware of any other matter that need to be brought to the attention of the holders of securities of the Company in respect of the above proposed appointments.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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CHINA RESOURCES AND TRANSPORTATION GROUP LIMITED 中國資源交通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

NOTICE IS HEREBY GIVEN that an annual general meeting of China Resources and Transportation Group Limited (the “ Company ”) will be held at the Oasis Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 8 August 2012 at 11 a.m. for the purpose of considering the following resolutions:

AS ORDINARY BUSINESS

• A. To consider and, if thought fit, passing with or without amendments, the following resolutions as Ordinary Resolutions THAT:

• To receive and consider the audited financial statements and the reports of directors of the Company (the “ Directors ”) and of the auditors for the year ended 31 March 2012.

• To re-elect Mr. Duan Jingquan as an executive Director and Messrs Yip Tak On and Bao Liang Ming as the independent non-executive Directors.

• To authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

• To re-appoint the retiring auditors BDO Limited for the ensuing year and to authorize the Board to fix their audit fee.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

AS SPECIAL BUSINESS

B. To consider and, if thought fit, passing with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT :

1. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.01 each in the capital of the Company (the “ Shares ”) and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

2. (b) the Directors be and are hereby authorized during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers during or after the end of the Relevant Period;

3. (c) the aggregate nominal amount of Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph 5(a) and (b), otherwise than pursuant to (i) a Right Issue (as hereinafter defined), (ii) the exercise of any rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are otherwise convertible into Shares, (iii) the exercise of any options granted under a share option scheme or similar arrangement of the Company for the time being adopted by the Company, or (iv) an issue of Shares in lieu of the whole or part of a dividend on Shares or any script dividend scheme or similar arrangement providing for the allotment of Shares in accordance with the Memorandum and Articles of Association of the Company from time to time, shall not exceed the aggregate of twenty per cent (20%) of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (d) for the purpose of this Resolution:

“ Relevant Period ” means the period from the time of passing this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares and/or warrants on the respective registers of the Company on a fixed record date in proportion to their then holdings of such Shares and/or warrants (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).”

By Order of the Board

Cao Zhong Chairman

Hong Kong, 9 July 2012

Principal place of business:

Room 1801-07, 18/F China Resources Building 26 Harbour Road, Wanchai Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

Notes:

• (a) A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must be present in person to represent the member.

• (b) If the appointer is a corporation, the form of proxy must be under its common seal, or under the hand of an officer or attorney duly authorized on its behalf.

• (c) In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and delivery of the form of proxy will not preclude a member from attending and voting at the meeting if he so wishes. In the event that he attends the meeting after having lodged the form of proxy, the form of proxy will be deemed to have been revoked.

• (d) With respect to the resolution no. 5, approval is being sought from shareholders of the Company for a general mandate to issue Shares to be given to the Directors. The Directors wish to state that they have no immediate intention to issue any new Shares. Approval is being sought from the shareholders of the Company as a general mandate for the purpose of compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

• (e) Where there are joint registered holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.

As at the date of this notice, the Board comprises four executive Directors, namely Messrs Cao Zhong, Fung Tsun Pong, Duan Jingquan and Tsang Kam Ching, David; a nonexecutive Director, namely Mr. Neil Bush and three independent non-executive Directors, namely Messrs Yip Tak On, Jing Baoli and Bao Liang Ming.

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