Central Development Holdings Limited — AGM Information 2022

Aug 9, 2022

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 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 t Room 401, Building 9, Yungu Phase 2, Pingshan 1st Road, Taoyuan Jie Dao, Nanshan District, Shenzhen, PRC ( 中國深圳市南山區桃源街道平山一路雲谷二期九棟 401 室 ), on Tuesday, 20 September 2022 at 11:00 a.m. is set out on pages 11 to 15 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, 17/F, Far East Finance Centre, 16 Harcourt Road, 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.

10 August, 2022

CONTENTS

Page(s)	Page(s)
Defnitions.....................................................................................................................................	1
Letter from the Board
Introduction ........................................................................................................................	3
Proposed General Mandate ..............................................................................................	4
Proposed Re-election of Directors ...................................................................................	4
Notice of Annual General Meeting ..................................................................................	6
Form of Proxy .....................................................................................................................	6
Voting by Poll .....................................................................................................................	6
Closure of the Shareholders’ Register .............................................................................	7
Responsibility Statement ...................................................................................................	7
Recommendations..............................................................................................................	7
Appendix I – Details of Directors Proposed for Re-election.......................................	8
Appendix II – Notice of Annual General Meeting.........................................................	11

– i –

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 t Room 401, Building 9, Yungu Phase 2, Pingshan 1st Road, Taoyuan Jie Dao, Nanshan District, Shenzhen, PRC (中國深圳市南山區桃源街道平山一路雲谷二期九棟 401室 ), on Tuesday, 20 September 2022 at 11:00 a.m., or any adjournment thereof

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

• “Associate”

has the meaning ascribed to it under the Listing Rules

• “Auditor” the auditor for the time being 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”

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

• “Latest Practicable Date”

4 August 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
“Nomination Committee”	the nomination committee of the Board
“Notice”	the notice of the AGM set out on pages 11 to 15 of this
	circular
“PRC”	the People’s Republic of China
“Shareholder(s)”	registered holder(s) of the Share(s) in issue
“Share(s)”	ordinary share(s) of HK$0.20 each in the share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

– 2 –

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 Registered Office Executive Directors Sterling Trust (Cayman) Limited Mr. Fung Tsun Pong (Co-Chairman) Whitehall House Mr. Lu Zhiming (Co-Chairman) 238 North Church Street Mr. Gao Zhiping (Chief Executive Officer) P.O. Box 1043 Mr. Jiang Tao George Town Mr. Duan Jingquan Grand Cayman, KY1-1102 Mr. Wang Gang Cayman Islands

Independent Non-Executive Directors Head office and Principal Place Ms. Chan Chu Hoi of Business Mr. Jing Baoli 22/F, On Hong Commercial Building, Mr. Bao Liang Ming 145 Hennessy Road, Mr. Xue Baozhong Wan Chai, Hong Kong 10 August, 2022

Dear Shareholder(s),

PROPOSED GRANT OF 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:

• (a) granting of the General Mandate;

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

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LETTER FROM THE BOARD

• (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 2022, the fixing of Directors’ fees, the appointment of the incumbent auditor and the authorization to the Directors to fix audit fees; and

• (d) 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 17 September 2021, the Directors were granted a general mandate to allot, issue and deal with ordinary shares of HK$0.20 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 unissued Shares or underlying Shares or make or grant offers, agreements, and options 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 10,644,093,185 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 maximum number of 2,128,818,637 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 six executive Directors, namely Messrs. Fung Tsun Pong, Lu Zhiming, Gao Zhiping, Jiang Tao, Duan Jingquan and Wang Gang; and four independent non-executive Directors, namely Ms. Chan Chu Hoi and Messrs. Jing Baoli, Bao Liang Ming and Xue Baozhong.

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. Gao Zhiping (“ Mr. Gao ”), Ms. Chan Chu Hoi (“ Ms. Chan ”), Mr. Jing Baoli (“ Mr. Jing ”) 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.

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LETTER FROM THE BOARD

Process of nomination of independent non-executive Director

In June 2022, the Nomination Committee reviewed and assessed the Board’s composition, the Board’s diversity perspectives, the retiring Directors’ overall contributions to the Company and the independence of Ms. Chan, Mr. Jing and Mr. Bao. Each of Ms. Chan, Mr. Jing and Mr. Bao has provided an annual confirmation of independence and the Nomination Committee was satisfied with their compliance with the criteria of independence under Rule 3.13 of the Listing Rules.

Ms. Chan is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA) and has extensive experience in financial management, internal control and auditing. During her tenure of service, Ms. Chan has demonstrated her ability to provide an independent professional advice to audit committee of the Board on financial reporting and audit issues. Accordingly, the Nomination Committee is of the view that Ms. Chan is able to fulfill her role as required and thus recommends to the Board for her re-election.

Mr. Jing is a PRC qualified lawyer in private practice, as such his professional legal knowledge in relation to laws, rules, and regulations in the PRC is very beneficial to the Board in relation to the Group’s business operation in the PRC. Mr. Jing has demonstrated his ability to provide an independent professional advice to the Company. As such, the Nomination Committee is of the view that Mr. Jing is able to continue to fulfill his role as required and thus recommends to the Board for his re-election.

Mr. Bao has vast executive and management experience in the mainland China and long-term relationship with state owned enterprises, thus his service is very beneficial to the Board in relation to the Group’s business operation in the PRC. Mr. Bao has demonstrated his ability to provide an independent professional advice to the Company. The Board is of the view that Mr. Bao is able to continue to fulfill his role as required and thus recommends him for re-election.

The Nomination Committee is of the view that Ms. Chan, Mr. Jing and Mr. Bao’s professional qualifications, skills, knowledge and experience from different field allow them to provide independent insights and objective views on the performance and risk management of the Group, and is able to promote board diversity.

Taking into consideration of the above, the Board considers the re-election of each of Ms. Chan, Mr. Jing and Mr. Bao as an independent non-executive Director is in the best interests of the Company and Shareholders as a whole.

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LETTER FROM THE BOARD

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 17/F, Far East Finance Centre, 16 Harcourt Road, 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 11 to 15 of this circular. Resolutions to be proposed at the AGM include, inter alia:

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

• (ii) an ordinary resolution to approve the proposed re-election of the retiring Directors, namely Mr. Gao as executive Director, and Ms. Chan, Mr. Jing and Mr. Bao as independent non-executive Directors; and

• (iii) 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 auditor of the Company, the fixing of Directors’ fees, the appointment of the incumbent auditor of the Company and the authorization to the Board to fix audit fees.

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.

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LETTER FROM THE BOARD

CLOSURE OF THE SHAREHOLDERS’ REGISTER

For the purpose of determining the list of Shareholders who are entitled to attend and vote at the AGM, the Shareholders’ register of the Company will be closed from Thursday, 15 September 2022 to Tuesday, 20 September 2022, both days inclusive. No transfer of Shares will be registered during that period. In order to qualify to attend and vote at the AGM, all instruments of transfer together with the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 14 September 2022.

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 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 Fung Tsun Pong Co-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, will offer themselves for re-election, at the AGM in accordance with the Articles of Association.

PROPOSED RE-ELECTION OF DIRECTORS

Mr. Gao as an executive Director and Ms. Chan, Mr. Jing and Mr. Bao as an independent non-executive Director.

Mr. Gao Zhiping , aged 60, has been appointed as an executive Director since 17 June 2013 and the chief executive officer of the Company since 13 December 2019. Mr. Gao graduated from China Europe International Business School (中歐國際工商學院) with a Master of Business Administration in November 2004 and was accredited as a senior economist by the Technology Committee of Henan Province (河南省科委) in December 1998 and by the State Grid Corporation of China (國家電網公司) in December 2005. He has received the awards of Distinctive Young Enterprise Management Personnel (河南省優秀 青年企業經營管理者) from Henan Provincial Young Entrepreneurs Association (河南省 青年企業家協會) in April 1999, Distinctive Pilot Project Construction Personnel of Henan Province (河南省重點項目建設先進工作者) and Model Worker of Henan Province (河南省 勞 動模範) from the People’s Government of Henan Province (河南省人民政府) in February 2008 and April 2009, respectively. From October 1980 to December 1994, he served various departments in government, and took up various positions in local administrative office of Nanyang Prefecture in Henan Province (河南省南陽地區行政公署) and Nanyang City People’s Government (南陽市人民政府) as the government office clerk, secretary and chief officer.

From December 1994 to 2007, he was positioned as the deputy general manager, the secretary general of disciplinary committee, president of labour union of Nanyang Yahekou Electricity Company Limited (南陽鴨河口發 電有限責任公司) and the vice general manager of Nanyang Tianyi Power Generation Co., Ltd. (南陽天益發電有限責 任公司), both being subsidiaries of Henan Construction Investment Group (河南省建設投資集團公司). He was the deputy general manager from September 2008 to April 2010 and the secretary of party committee from October 2008 to March 2010 of Nanyang Yahekou Electricity Company Limited (南陽鴨河口發電有限責任公司). 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 February 2014, he has served 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.

As at the Latest Practicable Date, Mr. Gao is interested in 23,634,865 Shares in the Company and save as disclosed, he does not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Chan Chu Hoi , aged 61, has been appointed as independent non-executive Director since 21 November 2019. Ms. Chan is a member of the HKICPA and she has over 20 years of experience in financial management, accounting, internal control and auditing. From August 1999 to December 2010, Ms. Chan worked as the accounting and administrative manager of a subsidiary of Exide Technologies, a company listed on NASDAQ (stock code: XIDE). From February 2011 to February 2014, Ms. Chan was appointed as a manager by an accountant firm in Hong Kong. In addition to audit assurance experience, she also worked on the development and implementation of the company’s internal quality control policy to comply with the guidelines of the HKICPA. From March 2014 to May 2015, Ms. Chan worked as a senior accounting manager at a property investment company in Hong Kong. From June 2015 to April 2017, she was the senior manager of the investment division and investment analyst of the Securities Division of a subsidiary of Ceneric (Holdings) Limited, a company listed on the Stock Exchange (Stock Code: 0542). At present, Ms. Chan is working for a private company as a senior financial advisor. Ms. Chan has entered into an appointment letter with the Company for a term of two years commencing on 21 November 2019. She is subject to retirement by rotation at least once every three years in accordance with the Articles of Association. Ms. Chan is entitled to a director’s fee of approximately HK$120,000 per annum, discretionary bonus and other benefits at the sole discretion of the Board and its remuneration committee.

Mr. Jing Baoli , aged 57, has been appointed as an INED since 28 February 2006. Mr. Jing has accumulated over 30 years of experience in the legal field. Mr. Jing was graduated from Beijing University Law School with a Bachelor’s degree in Laws in July 1987 and acquired a Master’s degree in Laws from Lanzhou University in December 1997. After graduation from Beijing University, he was assigned to the High Court of Gansu Province since July 1987 and worked in various positions till July 1997. In July 1997, Mr. Jing joined Gansu Tianhe Law Firm as a partner and in July 1999, he joined Beijing Shuang Cheng Law Firm as an attorneyat-laws. In August 2007, Mr. Jing worked as an attorney in China Commercial Law Company, Guangdong. Mr. Jing has entered into an appointment letter with the Company for a term of two years commencing on 28 February 2017 and shall continue thereafter unless and until terminated by either one party. He is subject to retirement by rotation at least once every three years in accordance with the Articles of Association. Mr. Jing is entitled to a director’s fee of approximately HK$120,000 per annum, discretionary bonus and other benefits at the sole and absolute discretion of the Board and its remuneration committee.

Mr. Bao Liang Ming , aged 66, has been appointed as an INED 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 PRC. Mr. Bao has entered into an appointment letter with the Company for a term of two years commencing on 1 February 2017 and shall continue thereafter unless and until terminated by either one party. He is subject to retirement by rotation at least once every three years in accordance with the Articles of Association. Mr. Bao is entitled to a director’s fee of approximately HK$120,000 per annum, discretionary bonus and other benefits at the sole and absolute discretion of the Board and its remuneration committee.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Ms. Chan, Mr. Xue and Mr. Bao do not hold any interest or short position in the shares, underlying shares and debentures of the Company.

The fees of each of Mr. Gao, Ms. Chan, Mr. Jing and Mr. Bao was determined by reference to his duties and responsibilities, experience, performance and prevailing market conditions.

Save as disclosed above, each of Mr. Gao, Ms. Chan, Mr. Jing 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 Mr. Gao, Ms. Chan, Mr. Jing and Mr. Bao 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 Room 401, Building 9, Yungu Phase 2, Pingshan 1st Road, Taoyuan Jie Dao, Nanshan District, Shenzhen, PRC (中國深圳市 南山區桃源街道平山一路雲谷二期九棟401室), on Tuesday, 20 September 2022 at 11:00 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 auditor for the year ended 31 March 2022.

• To re-elect each of Mr. Gao Zhiping as an executive Director, Ms. Chan Chu Hoi, Mr. Jing Baoli and Mr. Bao Liang Ming as an independent nonexecutive Director.

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

• To re-appoint the retiring McM (HK) CPA Limited for the ensuing year and to authorize the Board to fix the audit fees.

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APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

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 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 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 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 options granted under a share option scheme or similar arrangement of the Company for the time being adopted by the Company, or (iii) 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

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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; or

• (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 China Resources and Transportation Group Limited Fung Tsun Pong Co-Chairman

Hong Kong, 10 August 2022

Principal place of business:

22/F, On Hong Commercial Building, 145 Hennessy Road, Wan Chai, Hong Kong

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

Notes:

• (a) The register of members of the Company will be closed from Thursday, 15 September 2022 to Tuesday, 20 September 2022, both days inclusive. No transfer of Shares will be registered during that period. In order to qualify to attend and vote at the AGM, all instruments of transfer together with the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 14 September 2022.

• (b) 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.

• (c) 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.

• (d) 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 17/F, Far East Finance Centre, 16 Harcourt Road, 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.

• (e) With respect to the resolution no.5, approval is being sought from Shareholders 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 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.

• (f) 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.

• (g) If tropical cyclone warning signal no. 8 or above or ‘’extreme conditions’’ caused by super typhoons or a ‘’black’’ rainstorm warning signal is in force at 7 a.m. in the morning on the date of meeting, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

– 14 –

APPENDIX II

NOTICE OF ANNUAL GENERAL MEETING

• (h) In view of the COVID-19 epidemic, the Company will implement of the following precautionary measures at the Annual General Meeting to ensure the health and safety of attending Shareholders, staff and other stakeholders:

• (1) Mandatory body temperature check will be carried out for every attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry to the Annual General Meeting venue and may not allowed to attend the Annual General Meeting.

• (2) The Company encourages attendees to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.

• (3) No refreshments or drinks will be served, and there will be no corporate gifts to be distributed at the Annual General Meeting.

In addition, the Company reminds all shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolution(s) at the Annual General Meeting instead of attending the meeting in person, by completing and return the proxy form attached to this documents. Completion and return of the form of proxy will not preclude Shareholders form attending and voting in person at the Annual General Meeting or any adjournment thereof should they subsequently so wish.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the arrangements of the Annual General Meeting at short notice. Shareholders should check the Company’s website or the HKEx News for further announcements and updates on the said arrangements.

As at the date of this announcement, the board of directors comprises six executive directors, namely Messrs Fung Tsun Pong, Lu Zhiming, Gao Zhiping, Jiang Tao, Duan Jingquan and Wang Gang; and four independent non-executive directors, namely Messrs Jing Baoli, Bao Liang Ming, Xue Baozhong and Ms. Chan Chu Hoi.

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