Central Development Holdings Limited — Capital/Financing Update 2012

Sep 16, 2012

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.

==> picture [149 x 56] intentionally omitted <==

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)

DISCLOSEABLE TRANSACTION DISPOSAL OF INTEREST IN A SUBSIDIARY

On 15 September 2012, the Company entered into the Agreement with the Purchaser, pursuant to which the Company conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, a 55% interest in the Target Company at a consideration of HK$550 million. The Target Company is a wholly-owned subsidiary of the Company and indirectly holds a 100% equity interest in the Project Company.

Upon Completion, each member of the Target Group will cease to be a subsidiary of the Company and the Target Company will become an associated company of the Company.

The applicable percentage ratios set out in Chapter 14 of the Listing Rules in relation to the Disposal are more than 5% but less than 25%. The Disposal constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

THE AGREEMENT

The principal terms of the Agreement are set out below.

Date

15 September 2012

— 1 —

Parties

Vendor: China Resources and Transportation Group Limited

Purchaser: China International Holdings Limited

The Purchaser is an investment holding company incorporated in Bermuda and whose shares are listed on the SGX-ST.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and connected persons (as defined under the Listing Rules) of the Company.

Asset to be disposed of

The Company conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, a 55% interest in the Target Company. Upon completion of the Restructuring, the Target Company will hold the 100% equity interest in the Beijing Company and the Beijing Company will hold the 100% equity interest in the Project Company.

The Company and the Purchaser also agreed that instead of the interest in the Target Company, they may agree to transfer the equity interest in the Beijing Company, which will hold the 100% equity interest in the Project Company and the related shareholder loan. In such case, a supplemental agreement to the Agreement will be entered into by the relevant parties.

Consideration

The consideration for the Disposal is HK$550 million. It was determined after arm’s length negotiation between the Company and the Purchaser with reference to, among other things, the value of the Property held by the Project Company, the outstanding land premium and other taxes and expenses payable in respect of the Property, the prospect of the development of the Project and market conditions.

The consideration will be satisfied in the following manner:

• (a) the Deposit in the sum of HK$150 million will be paid on or before the expiry of 3 business days from the date of the Agreement, which will be applied towards payment of part of the consideration on the fulfilment of all conditions to Completion;

• (b) HK$200 million will be paid on the date of Completion; and

• (c) the balance of HK$200 million will be paid to the Company on 31 March 2013.

— 2 —

The Company will be responsible for certain outstanding tax payments in connection with the Project in the total sum of RMB18.9 million.

Within 30 days of the receipt of the Deposit by the Vendor, the board of directors of each of the Project Company, the Beijing Company and the Target Company will be constituted by five members. Three of the five members will be designated by the Purchaser and two members will be designated by the Company.

Conditions precedent

Completion is subject to satisfaction of the following conditions:

• (a) the approval of the SGX-ST for the proposed acquisition by the Purchaser of the Target Company, approval in-principle being obtained from the SGX-ST for the Agreement and the circular to be issued by the Purchaser to its shareholders in connection with the proposed acquisition of the shares in the Target Company;

• (b) the approval of the shareholders of the Purchaser being obtained at an extraordinary general meeting to be convened for the transactions contemplated under the Agreement;

• (c) the completion of financial and legal due diligence investigations by the Purchaser and its authorized representatives and professional advisers into the financial, contractual, tax, approvals, consents and trading positions, and prospects of the Target Company and title to its assets to the satisfaction of the Purchaser;

• (d) no material adverse change (as determined by the Purchaser in its reasonable discretion) in (i) the capacity and ownership status of the Company of the shares in the Target Company to be transferred; (ii) the Target Group; and (iii) the consolidated net tangible assets of the Target Group; and

• (e) completion of the Restructuring.

Completion

Completion will take place on the later of 31 December 2012 and the fifth business day after the satisfaction or waiver of the last of the conditions precedent to Completion or such other date as may be mutually agreed between the Company and the Purchaser in writing.

REASONS FOR THE DISPOSAL AND USE OF PROCEEDS

The Group has shifted its business focus to expressway operation, management and maintenance and auxiliary facility investment. The Board considers that the Disposal represents a good opportunity to divest its non-core assets. The Board further considers that the terms of the Disposal (including the consideration) are fair and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole.

— 3 —

The net proceeds from the Disposal are estimated to be approximately HK$548 million. The Group intends to apply the net proceeds as the Group’s general working capital.

FINANCIAL EFFECT OF THE DISPOSAL

Following Completion, each member of the Target Group will cease to be a subsidiary of the Company and the Target Company will become an associated company of the Company. Subject to confirmation from the Group’s auditors, it is estimated that upon Completion, the Group will record a loss on disposal of approximately HK$3.95 million with reference to the net assets of the Project Company as at 31 March 2012.

INFORMATION ON THE TARGET GROUP

The Project Company is a company established in the PRC and a wholly-owned subsidiary of the Beijing Company. The Beijing Company is a company established in the PRC and following completion of the Restructuring, will be a wholly-owned subsidiary of the Target Company. The Target Company is a company incorporated in Hong Kong and is a wholly-owned subsidiary of the Company. Both the Target Company and the Beijing Company are investment holding companies. The Project comprises high-end residential apartments, international conference centre, hotels and commercial area.

A summary of the unaudited combined accounts of the Target Group upon completion of the Restructuring is set out below:

	For the year ended	For the year ended
	31 March 2012	31 March 2011
	HK$’000	HK$’000
Turnover	0	0
Net losses before taxation	15,681	3,238
Net losses after taxation	15,681	3,238

GENERAL

The Group is principally engaged in expressway and auxiliary facility investment, expressway operation, management and maintenance, property development and asset management, forest operation and management, timber logging and trading, sale of timber products, plantation and trading of seedlings, and cold storage warehouse rental.

The applicable percentage ratios set out in Chapter 14 of the Listing Rules in relation to the Disposal are more than 5% but less than 25%. The Disposal constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

— 4 —

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires.

• “Agreement” the agreement dated 15 September 2012 entered into between the Purchaser and the Company in relation to the Disposal

• “Beijing Company” Shoukong (Beijing) Management Consulting Company Limited*（首控（北 京）管理咨詢有限公司）, a company established in the PRC and an indirect wholly-owned subsidiary of the Company

• “Board” the board of the Directors

• “Company” China Resources and Transportation Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Completion” completion of the Disposal in accordance with the terms of the Agreement “Deposit” the sum of HK$150 million to be paid by the Purchaser to the Vendor as deposit pursuant to the terms of the Agreement

• “Director(s)” the director(s) of the Company

• “Disposal” the disposal of a 55% interest in the Target Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

• “Project” the development project on the Property known as “Yichang Ambassador No. 1”

— 5 —

“Project Company”

• Yichang Xinshougang Property Development Company Limited*（宜昌 新首鋼房地產開發有限公司）, a company established in the PRC and an indirect wholly-owned subsidiary of the Company as at the date of this announcement

• “Property” the property located in Meiziya Village, Xiaoxita Yiling District, Yichang City, Hubei Province, the PRC, with a total site area of approximately 587,726 square metres

• “Purchaser” China International Holdings Limited ( 中翔國際集團有限公司 ), a company incorporated in Bermuda and whose shares are listed on the SGX-ST

• “Restructuring” the internal restructuring to be conducted by the Company so that the Target Company will directly hold the 100% equity interest in the Beijing Company, which in turn holds the 100% equity interest in the Project Company

• “RMB” Renminbi, the lawful currency of the PRC

• “SGX-ST” Singapore Exchange Securities Trading Limited

• “Shareholders” holders of the issued shares of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Target Company” Triumph Kind Investment Limited ( 凱恩投資有限公司 ), a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company

• “Target Group” collectively, the Target Company, the Beijing Company and the Project Company

By order of the Board

China Resources and Transportation Group Limited

Cao Zhong

Chairman

Hong Kong, 16 September 2012

As at the date of this announcement, the Board comprises four executive Directors, Messrs. Cao Zhong, Fung Tsun Pong, Duan Jingquan and Tsang Kam Ching, David; and three independent nonexecutive Directors, Messrs. Yip Tak On, Jing Baoli and Bao Liang Ming.

* for identification purposes only

— 6 —