Central Development Holdings Limited — AGM Information 2016

Jul 28, 2016

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 GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company to be held at 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (深圳市南山區中心路3333號（深圳灣段）中鐵南 方總部大廈17樓), on 8 September 2016 at 11 a.m. is set out on pages 10 to 13 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, Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

29 July 2016

CONTENTS

Page(s)	Page(s)
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Amendments to the Memorandum and Articles of Association . . . .	5
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Details of Directors Proposed for Re-election . . . . . . . . . .	8
Appendix II – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .	10

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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 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (深圳市南 山區中心路3333號（深圳灣段）中鐵南方總部大廈17樓), on 8 September 2016 at 11 a.m., or any adjournment thereof

• “Associate” has the meaning ascribed to it under the Listing Rules

• “Articles of Association” the Articles of Association of the Company

• “Auditors” the auditors for the time being of the Company

• “Board” the board of Directors

• “Chief Executive”

• has the meaning ascribed to it under the Listing Rules

• “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)

• “Connected Person”

• has the meaning ascribed to it under the Listing Rules

• “Director(s)”

• the directors of the Company

• “General Mandate”

• the general mandate proposed to be granted to the Directors at AGM to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolution by the Shareholders

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

“Latest Practicable Date”	25 July 2016, 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 10 to 13 of this
	circular
“PRC”	the People’s Republic of China
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.20 each in the share capital
	of the Company
“Shareholder(s)”	registered holder(s) of the Share(s) in issue
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Substantial Shareholder”	has the meaning ascribed to it under the Listing Rules
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“%”	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 Mr. Tsang Kam Ching, David (Finance Director) Mr. Gao Zhiping

Registered Office

Sterling Trust (Cayman) Limited Whitehall House 238 North Church Street P.O. Box 1043 George Town Grand Cayman, KY1-1102 Cayman Islands

Non-Executive Director

Mr. Suo Suo Stephen

Independent Non-Executive Directors

Mr. Yip Tak On Mr. Jing Baoli Mr. Bao Liang Ming

Head office and Principal Place of Business Room 1801-07, 18/F China Resources Building 26 Harbour Road Wanchai Hong Kong 29 July 2016

Dear Shareholder(s),

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION 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:

• (a) granting of the General Mandate;

• (b) re-election of the retiring Directors;

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LETTER FROM THE BOARD

• (c) approving the proposed amendments to the Memorandum and Articles of Association;

• (d) 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 2016, the fixing of Directors’ fees, the appointment of the incumbent auditors and the authorization to the Directors to fix audit fees; and

• (e) to serve the notice of the AGM.

PROPOSED GENERAL MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate.

General Mandate

At the annual general meeting of the Company held on 18 August 2015, 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.

On 5th November 2015, every twenty (20) issued and unissued existing shares of the Company of par value of HK$0.01 each was consolidated into one consolidated share of par value of HK$0.20 each. For details of the said share consolidation, please refer to the circular of the Company dated 19 October 2015. 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 unissued Shares or underlying Shares or make or grant offers, agreements, options and warrant which might require the exercise of such power, of an aggregate amount of up to 20% of the issued Shares as at the date of passing the resolution. The Directors have no immediate plan to issue Shares pursuant thereto.

The Company has in issue an aggregate number of 6,752,395,970 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 1,350,479,194 Shares on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

PROPOSED RE-ELECTION OF DIRECTORS

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

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LETTER FROM THE BOARD

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 election by Shareholders in a general meeting shall retire from office. As a result, Mr. Tsang Kam Ching, David (“ Mr. Tsang ”), Mr. Gao Zhiping (“ Mr. Gao ”) and Mr. Suo Suo Stephen (“ Mr. Suo ”), being the longest-serving Directors shall retire at the AGM and being eligible, offer themselves for re-election.

Details of Directors Proposed for Re-election 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to put forward to the Shareholders to amend the Memorandum and Articles of Association to update the authorized share capital of the Company to HK$3,000,000,000 divided into 15,000,000,000 shares of a nominal or par value of HK$0.20 each and to reflect the changes in the address of its Registered Office in Cayman Islands. The changes to the authorised share capital was approved by the Shareholders on 4 November 2015.

A special resolution, which is set out in resolution no. 6 of the Notice, will be proposed by the Company to approve the corresponding amendments to the Memorandum and Articles of Association and to adopt the form of the amended and restated Memorandum and Articles of Association which consolidates and incorporates all of the proposed amendments referred to in resolution no. 6 of the Notice and all previous amendments made pursuant to resolutions passed by the Shareholders in general meetings.

Details of the proposed amendments to the Memorandum and Articles of Association are as follows:

• (a) “ THAT Paragraph 2 of the Memorandum be deleted in its entirety and substituting therefor “The Registered Office of the Company will be at the offices of Sterling Trust (Cayman) Limited, Whitehall House, 238 North Church Street, P.O. Box 1043, George Town, Grand Cayman, KY1-1102, Cayman Islands.”;

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LETTER FROM THE BOARD

• (b) Paragraph 8 of the Memorandum shall be amended by deleting the words “The authorized capital of the Company is HK$700,000,000 divided into 70,000,000,000 shares of a nominal or par value of HK$0.01 each” and substituting therefor “The authorized capital of the Company is HK$3,000,000,000 divided into 15,000,000,000 shares of a nominal or par value of HK$0.20 each”; and

• (c) Article 4 of the Articles of Association shall be replaced entirely by “The authorized share capital of the Company shall be HK$3,000,000,000 divided into 15,000,000,000 shares of a par value of HK$0.20 each.””

The Company has been advised by its legal advisers that the proposed amendments to the Memorandum and Articles of Association are in compliance with the requirements of both the Listing Rules and the Cayman Islands laws. The Company also confirmed that there is nothing unusual about the proposed amendments to the Memorandum and Articles of Association for a company listed on the Stock Exchange.

The Chinese translation of the Memorandum and Articles of Association is for Shareholders’ reference only. In case there is any inconsistency between the English version and the Chinese version, the English version shall prevail.

NOTICE OF ANNUAL GENERAL MEETING

The Notice is set out on pages 10 to 13 of this circular. Resolutions to be proposed at the AGM include, inter alia:

• (i) an ordinary resolution to approve the General Mandate (including the extended General Mandate);

• (ii) an ordinary resolution to approve the proposed re-election of the retiring Directors, namely Mr. Tsang and Mr. Gao as executive Directors and Mr. Suo as a non-executive Director;

• (iii) a special resolution to approve and amend the Memorandum and Articles of Association and to adopt an amended and restated Memorandum and Articles of Association; and

• (iv) an ordinary resolution to approve other ordinary businesses to be considered, including, among others, the approval of the audited financial statements and reports of the Directors and auditors of the Company, the fixing of Directors’ remuneration, the appointment of the incumbent auditors of the Company and the authorization to the Board to fix their remuneration.

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LETTER FROM THE BOARD

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 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, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATIONS

The Directors believe that the proposed resolutions in respect of the General Mandate, the re-election of retiring Directors, amendments to the Memorandum and Articles of Association 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 China Resources and Transportation Group Limited Cao Zhong Chairman

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

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

PROPOSED RE-ELECTION OF DIRECTORS

Mr. Tsang Kam Ching, David , aged 59, has been appointed as an executive Director since 17 February 2004. Mr. Tsang has extensive financial management experience over the past 20 years which covers merchant banking, stock broking and corporate finance business. Mr. Tsang is also a fellow member of the Chartered Association of Certified Accountants in the United Kingdom and a member of the HKICPA.

Mr. Tsang’s appointment was renewed for a term of 3 years commencing on 1 June 2016 by a service agreement. Mr. Tsang 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. Gao Zhiping , aged 54, has been appointed as an executive Director since 17 June 2013. Mr. Gao was graduated from China Europe International Business School (中歐 國際工商學院) with a Master of Business Administration and is a Senior Economist certified by the State Grid Corporation of China (國家電網公司). He has received the awards of Distinctive Young Enterprise Management Personnel and Distinctive Pilot Project Construction Personnel of Henan Province. From 1979 to 1994, he served various departments in the local administrative office of Nanyang Prefecture in Henan as secretary of finance office as well as the chief officer of the finance office of Nanyang city government. From 1994 to 2009, he was positioned as the deputy general manager and the secretary of the party committees of Nanyang YaHeKou Electricity Company Limited (南 陽鴨河口發電有限責任公司) and Nanyang Tianyi Power Generation Co., Ltd. (南陽天益發 電有限責任公司), both being subsidiary of Henan Investment Group (河南投資集團). He also took up the post as the deputy general manager of Tianjin Hangfa (Jinji) Expressway Company Limited (天津航發（津薊）高速公路有限公司) and the chairman of the board of directors of Nan Yang WDX Expressway Construction Co., Ltd. (南陽宛達昕高速公路建設 有限責任公司) in 2010. From October 2010 to February 2014, he has been appointed as the general manager of Inner Mongolia Zhunxing Heavy Haul Expressway Company Limited (內蒙古准興重載高速公路有限責任公司) (“ Zhunxing ”), an indirect subsidiary of the Company. Since the end of February 2014, he has been appointed as the chairman of the board of directors of Zhunxing, and has made great contribution to the management of Zhunxing and construction of the expressway of Zhunxing.

Mr. Gao’s appointment was renewed for a term of 3 years commencing on 17 June 2016 by a service agreement. Mr. Gao 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. Suo Suo, Stephen , aged 44, has been appointed as a non-executive Director since 2 July 2014. He is a CFA charterholder and an asset manager with over 18 years’ experience in banking, private equity and asset management sectors. Mr. Suo received his Master in Business Administration from University of Rochester in the United States in

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

March 2000. During the period from June 2011 to 2014, he was the Asia Head and Executive Director of EIG Global Energy Partners (“ EIG ”), a global private equity fund. Before joining EIG, Mr. Suo was a portfolio manager of Trust Company of the West from 2005 to 2011. From late 1999 to 2005, Mr. Suo worked for Fortis Capital Corp. in the United States and had served as Group Head of its United States Leveraged Finance team.

Mr. Suo’s appointment was renewed for a term of 2 years commencing on 2 July 2016 by a service agreement. Mr. Suo is entitled to a director’s fee of HK$120,000 per annum, discretionary bonus and other benefits at the sole discretion of the Board and its remuneration committee.

As at the Latest Practicable Date, Mr. Tsang is interested in 7,581,224 Shares and 3,111,111 share options granted under the share option scheme of the Company with right to subscribe for 3,111,111 Shares; whilst Mr. Gao is interested in 3,111,111 share options granted under the share option scheme of the Company with right to subscribe for 3,111,111 Shares. Save as disclosed above, Mr. Tsang, Mr. Gao and Mr. Suo do not hold any interest or short position in the shares, underlying shares and debentures of the Company.

The remuneration of each of Mr. Tsang, Mr. Gao and Mr. Suo was determined by reference to his duties and responsibilities, experience, performance and prevailing market conditions.

Save as disclosed above, each of Mr. Tsang, Mr. Gao and Mr. Suo 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 Mr. Tsang, Mr. Gao and Mr. Suo does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company or any of their Associates.

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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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

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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 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (深圳市南山區中心路3333號（深圳灣段）中鐵南方總部大廈 17樓), on 8 September 2016 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 2016.

• To re-elect each of Mr. Tsang Kam Ching, David and Mr. Gao Zhiping as an executive Director and Mr. Suo Suo Stephen as a non-executive Director.

• 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.

AS SPECIAL BUSINESS

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

“ THAT :

1. (a) subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) the exercise by the Directors during the Relevant Period (as hereinafter defined) of

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.20 each in the capital of the Company (the “ Shares ”) and to make or grant whether conditionally or unconditionally, 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;

• (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;

• (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 the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (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; or

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

• (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).

C. To consider and, if thought fit, passing the following resolution as a Special Resolution:

• 6.(1) “ THAT the Memorandum of Association of the Company (the “ Memorandum ”) be and are hereby amended in the following manner:

• (a) by deleting the contents of Paragraph 2 of the Memorandum in its entirety and substituting therefor “The Registered Office of the Company will be at the offices of Sterling Trust (Cayman) Limited, Whitehall House, 238 North Church Street, P.O. Box 1043, George Town, Grand Cayman, KY1-1102, Cayman Islands.”; and

• (b) by deleting the words “The authorized capital of the Company is HK$700,000,000 divided into 70,000,000,000 shares of a nominal or par value of HK$0.01 each” in Paragraph 8 of the Memorandum and substituting therefor “The authorized capital of the Company is HK$3,000,000,000 divided into 15,000,000,000 shares of a nominal or par value of HK$0.20 each.””

• 6.(2) “ THAT Article 4 of the Articles of Association of the Company (the “ Articles of Association ”) be and are hereby replaced entirely by “The authorized share capital of the Company shall be HK$3,000,000,000 divided into 15,000,000,000 shares of a par value of HK$0.20 each.””

• 6.(3) “ THAT the amended and restated Memorandum and Articles of Association in the form of the document marked “A” and produced to the meeting and for the purpose of identification signed by the chairman of the meeting, which consolidates and incorporates all of the proposed amendments referred to above and all previous amendments

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

made pursuant to resolutions passed by the shareholders of the Company in general meetings be approved and adopted in substitution for and to the exclusion of the existing Memorandum and Articles of Association, and any Director or a person duly authorized by the Board be authorized to execute all documents, instruments and to do all such acts and deeds as he may deem necessary or desirable for or in connection with the adoption of the amended and restated Memorandum and Articles of Association.”

By Order of the Board China Resources and Transportation Group Limited Cao Zhong Chairman

Hong Kong, 29 July 2016

Principal place of business: Room 1801-07, 18/F China Resources Building 26 Harbour Road, Wanchai Hong Kong

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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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 five executive Directors, namely Messrs. Cao Zhong, Fung Tsun Pong, Duan Jingquan, Tsang Kam Ching, David and Gao Zhiping; a non-executive Director namely Mr. Suo Suo Stephen; and three independent non-executive Directors, namely Messrs. Yip Tak On, Jing Baoli and Bao Liang Ming.

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