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Central Development Holdings Limited Capital/Financing Update 2011

Sep 28, 2011

49236_rns_2011-09-28_f2fdb261-bb3c-458a-9325-a1ecdc4420bb.pdf

Capital/Financing Update

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

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CHINA TIMBER RESOURCES GROUP LIMITED (中國木業資源集團有限公司[*] )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

COMPLETION OF MAJOR TRANSACTION IN RELATION TO THE SECOND CAPITAL INCREASE AGREEMENT AND ISSUE OF THE 9% COUPON CONVERTIBLE BONDS DUE 2014

The Board is pleased to announce that all the conditions precedent set out in the Second Capital Increase Agreement have been fulfilled and the transaction was completed on 28 September 2011.

Further, the Board is also delighted to announce that all the conditions precedent under the Subscription Agreements for the 9% Coupon Convertible Bonds due 2014 have been satisfied and the Convertible Bonds were issued to the respective Subscribers in accordance with the terms of the Subscription Agreements on 28 September 2011.

Reference is made to the announcement of China Timber Resources Group Limited (the “Company”) dated 26 May 2011 and the circular of the Company dated 31 August 2011 (the “Circular”) in relation to, among others, the subscription for the registered capital of the Target Company. Reference is also made to the announcement of the Company dated 2 August 2011 and the Circular in relation to, among others, the proposed issue of the 9% coupon Convertible Bonds due 2014. Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the Circular.

COMPLETION OF MAJOR TRANSACTION IN RELATION TO THE SECOND CAPITAL INCREASE AGREEMENT

Pursuant to the Second Capital Increase Agreement, Cheer Luck, a wholly-owned subsidiary of the Company, agreed to subscribe for the additional registered capital of the Target Company of RMB366,888,328 at a total cash consideration of RMB1,818,000,000. Accordingly, the total registered capital of the Target Company will be increased from RMB449,438,202 to RMB816,326,530.

  • For identification purpose only

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The board of directors of the Company (the “Board”) is pleased to announce that, following the approval by the shareholders of the Company (the “Shareholders”) at the EGM held on 19 September 2011, all the conditions precedent set out in the Second Capital Increase Agreement have been fulfilled and the transaction was completed on 28 September 2011. Pursuant to the Second Capital Increase Agreement, the Consideration shall be paid to the Target Company by three tranches within thirty business days from the date of Completion. Following completion of the payments, the Company, through Cheer Luck, will indirectly hold 51% equity interest in the Target Company.

COMPLETION OF ISSUE OF THE 9% COUPON CONVERTIBLE BONDS DUE 2014

Pursuant to the Subscription Agreements dated 2 August 2011, the Company agreed to issue an aggregate amount of HK$2 billion of the First Convertible Bonds, the Second Convertible Bonds and the Third Convertible Bonds to the First Subscriber, the Second Subscriber and the Third Subscriber respectively.

The Convertible Bonds will not be listed on the Stock Exchange of Hong Kong (the “Stock Exchange”) or any other stock exchange.

The Board is pleased to announce that, following the approval by the Shareholders at the EGM held on 19 September 2011 and the granting of the listing of and permission to deal in the Conversion Shares by the Listing Committee of the Stock Exchange, all the conditions precedent set out in the relevant Subscription Agreements have been satisfied and the Convertible Bond certificates were issued to the respective Subscribers in accordance with the terms of the Subscription Agreements on 28 September 2011.

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

Hong Kong, 28 September 2011

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

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