Central Development Holdings Limited — Capital/Financing Update 2003

Feb 24, 2003

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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SEAPOWER RESOURCES INTERNATIONAL LIMITED 海暉國際實業有限公司

(Provisional Liquidators Appointed)

(Incorporated in the Cayman Islands with limited liability)

RESTRUCTURING OF SEAPOWER RESOURCES INTERNATIONAL LIMITED (PROVISIONAL LIQUIDATORS APPOINTED) INVOLVING, INTER ALIA, CAPITAL REORGANISATION, DEBT RESTRUCTURING INVOLVING CREDITORS’ SCHEMES OF ARRANGEMENT IN ACCORDANCE WITH SECTION 86 OF THE CAYMAN COMPANIES LAW AND SECTION 166 OF THE COMPANIES ORDINANCE, SUBSCRIPTION OF NEW SHARES AND WARRANTS, WHITEWASH WAIVER, OTHER PROPOSALS REGARDING ADOPTION OF NEW SHARE OPTION SCHEME AND GENERAL MANDATE TO ISSUE NEW SHARES

ANNOUNCEMENT

There has been no progress in obtaining the Certificate for Housing Ownership and land use right title in respect of the investment properties held by Pentagon Profits since the despatch of the Circular and it is highly unlikely that this will occur prior to Completion. The Investors have indicated to the Provisional Liquidators that following Completion, they will procure the proposed Directors of the Company to use their best endeavours to pursue the matter further as part of the post-completion operational review of the Group. This exercise will determine whether a provision in respect of Pentagon Profits is required.

The Provisional Liquidators announce that the Investors have failed to provide HK$69,000,000 of the Subscription proceeds and an amount equal to a post closing working capital amount of approximately HK$6,200,000 in accordance with their obligations under the Restructuring Agreement. The Provisional Liquidators understand that the Investors are currently seeking financing for the above amount and a placement arrangement for restoring the public float. The Provisional Liquidators believe that it is in the interests of the Shareholders and the Creditors to have a successful restructuring of the Company. The Provisional Liquidators have given the Investors until 5:00 pm on 28th February 2003 to fulfil

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their obligations under the Restructuring Agreement, after which, the Provisional Liquidators will take further action as they may decide in relation to the defaults which may include, without limitation, termination of the Restructuring Agreement, and forfeiting of the deposits of HK$2,000,000 paid by the Investors.

The release of this announcement does not in any way indicate that the Restructuring Proposal will be successfully implemented and completed. The Provisional Liquidators will continue to monitor the progress of the Restructuring Proposal and shall issue public announcements as and when appropriate.

Trading in the Shares of the Company has been suspended since 2:30 p.m. on 28 December 2001 and will remain suspended until further notice.

Reference is made to the circular issued by the Company and the Investors dated 14 November 2002 (the “Circular”), as well as the joint announcements made by the Company and the Investors dated 14 November 2002, 9 December 2002, 11 December 2002, 13 December 2002 and 16 December 2002. Terms used in this announcement shall have the same meaning as those defined in the Circular.

PROGRESS ON THE RESTRUCTURING PROPOSAL

There has been no progress in obtaining the Certificate for Housing Ownership and land use right title in respect of the investment properties held by Pentagon Profits since the despatch of the Circular and it is highly unlikely that this will occur prior to Completion. The Investors have indicated to the Provisional Liquidators that following Completion, they will procure the proposed Directors of the Company to use their best endeavours to pursue the matter further as part of the post-completion operational review of the Group. This exercise will determine whether a provision in respect of Pentagon Profits is required. In the worst case scenario, a full provision will be made. If a full provision should occur, the corresponding liabilities would be extinguished and the financial effect to the Group would be a reduction of net assets by HK$53,400,000. Were this to happen upon Completion, the Proforma adjusted and unaudited consolidated net tangible assets would be reduced to HK$19,978,000. This financial effect to the Group would be exactly the same as if the Group were unable to dispose of Pentagon Profits within 12 months from Completion as set out in the Circular and the Scheme Administrators were then to demand the transfer of Pentagon Profits for a consideration of HK$1.00 and thereafter be unable to sell it for any value.

As stated in the Circular, following Completion, if the Company makes any recoveries or realisation in connection with, inter alia, the receivables and Pentagon Profits (which do not form part of the Company’s principal businesses) within 12 months of the date of Completion, the Creditors will be entitled to 50% of the net proceeds from such recovery and/or realisation after allowing all costs and expenses incurred. If the Company has not taken adequate steps to recover any amounts payable to the Group in connection with the Receivables and Pentagon Profits within 12 months of the date of Completion, the Scheme Administrators may within 3 months of the first anniversary of the date of Completion demand the Company transfer any of the Receivables and its entire interest in Pentagon Profits to the Scheme Administrators for the benefit of the Creditors for a total consideration of HK$1.00. In that event 30% of the net proceeds from such recovery or realisations, if any, from the Receivables and Pentagon Profits would be payable to the Company.

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The uncertainty regarding the value of Pentagon Profits has no effect on the long term viability of the Company as it is the intention of the Investors that, after Completion, the Company will continue with its principal business of provision of logistics management services in Hong Kong and the PRC and the operation of warehousing and cold storage businesses in Australia. The Investors have no intention or plans to redeploy any assets of the Group other than Pentagon Profits.

The Provisional Liquidators announce that the Investors have failed to provide HK$69,000,000 of the Subscription proceeds and an amount equal to a post-closing working capital amount of approximately HK$6,200,000 in accordance with their obligations under the Restructuring Agreement. The Provisional Liquidators understand that the Investors are currently seeking financing for the above amount and a placement arrangement for restoring the public float. The Provisional Liquidators believe that it is in the interests of the Shareholders and the Creditors to have a successful restructuring of the Company. The Provisional Liquidators have given the Investors until 5:00 pm on 28th February 2003 to fulfill their obligations under the Restructuring Agreement, after which, the Provisional Liquidators will take further action as they may decide in relation to the defaults which may include, without limitation, termination of the Restructuring Agreement, and forfeiting of the deposits of HK$2,000,000 paid by the Investors. If the Restructuring Agreement is terminated, the Provisional Liquidators will search for alternative investors in order to save the Company from being put into liquidation.

The Committee of Creditors have been kept informed by the Provisional Liquidators of the progress of the Restructuring Proposal. The Committee of Creditors will continue to monitor developments in relation to the Restructuring Proposal before deciding the necessary course of action to be taken.

Further announcement in relation to the Completion and details of the placing and the expected resumption timetable will be issued as and when information becomes available to the Provisional Liquidators.

If the Restructuring Agreement is successfully completed, the winding up petition shall be dismissed with effect from the date of the issue of a closing notice to the Investors by the Provisional Liquidators, pursuant to the Court order dated 10 December 2002.

The release of this announcement does not in any way indicate that the Restructuring Proposal will be successfully implemented and completed. The Provisional Liquidators will continue to monitor the progress of the Restructuring Proposal and shall issue public announcements as and when appropriate.

Trading in the Shares of the Company has been suspended since 2:30 p.m. on 28 December 2001 and will remain suspended until further notice.

For and on behalf of

SEAPOWER RESOURCES INTERNATIONAL LIMITED

(Provisional Liquidators Appointed) Cosimo Borrelli Fan Wai Kuen

Joint and Several Provisional Liquidators

Hong Kong, 21 February 2003

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The Provisional Liquidators jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Please also refer to the published version of this announcement in The Standard.

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