Central Development Holdings Limited — Capital/Financing Update 2013

Jun 14, 2013

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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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)

(1) MAJOR TRANSACTION IN RELATION TO ENTERING INTO THE CAPITAL INCREASE AGREEMENT;

(2) PROPOSED ISSUE OF 9% CONVERTIBLE BONDS DUE 2015; (3) PROPOSED ISSUE OF NEW SHARES AND (4) RESUMPTION OF TRADING

THE CAPITAL INCREASE AGREEMENT

On 10 June 2013, Cheer Luck and Shu Ren Wood, wholly-owned subsidiaries of the Company, entered into the Capital Increase Agreement with the JV Partners pursuant to which, among others, the total registered capital of the Project Company will be increased and Cheer Luck will subscribe for the additional registered capital of the Project Company for a total cash consideration of RMB1,611,898,040, resulting in the increase of the Company’s indirect holding of equity interest in the Project Company from 55.9% to 82.27%.

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The Group has made an all-out effort to ensure the construction of the Zhunxing Expressway is in full gear. The Directors expect that the Zhunxing Expressway will commence operation in the 4th quarter of 2013. The Directors consider that the Capital Increase is a valuable opportunity for the Group to further expand its interest in the Project Company and is an appropriate occasion to bring the most benefits to the Shareholders, which is in conformity with the Group’s development directions and commitment on the expressway business.

As one of the applicable ratios set out in the Listing Rules for the Capital Increase exceeds 25% but is less than 100%, the Capital Increase constitutes a major transaction for the Company under the Listing Rules and is therefore subject to the announcement and shareholders’ approval requirements under the Listing Rules.

THE CB SUBSCRIPTION

On 14 June 2013, the Company entered into an agreement with each of the CB Subscribers pursuant to which the Company has agreed to issue the First Convertible Bonds, the Second Convertible Bonds, the Third Convertible Bonds, the Fourth Convertible Bonds, the Fifth Convertible Bonds, the Sixth Convertible Bonds and the Seventh Convertible Bonds to the First CB Subscriber, the Second CB Subscriber, the Third CB Subscriber, the Fourth CB Subscriber, the Fifth CB Subscriber, the Sixth CB Subscriber and the Seventh CB Subscriber respectively.

Upon completion of the CB Agreements and assuming full conversion of the 2015 Convertible Bonds, the Conversion Shares will represent (i) approximately 31.54% of the Company’s existing issued share capital, (ii) approximately 23.98% of the Company’s issued share capital as enlarged by the issue of the Conversion Shares, and (iii) approximately 22.32% of the issued share capital as enlarged by the issue of the Conversion Shares and the Subscription Shares.

The estimated net proceeds from the issue of the 2015 Convertible Bonds would be approximately HK$2,581.0 million. The Company intends to apply the net proceeds from the issue of the 2015 Convertible Bonds to increase the Group’s investment in the Project Company and repay convertible debts.

Completion of the issue of the 2015 Convertible Bonds is subject to certain conditions, including obtaining Shareholders’ approval.

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THE SHARE SUBSCRIPTION

On 14 June 2013, the Company entered into an agreement with each of the Share Subscribers pursuant to which the Company has agreed to issue the First Subscription Shares and the Second Subscription Shares to the First Share Subscriber and the Second Share Subscriber respectively.

The subscription price of HK$0.30 per Subscription Shares under each of the Share Agreements represents (i) a discount of approximately 1.64% to the closing price of HK$0.305 per Share as quoted on the Stock Exchange on 10 June 2013, being the last trading day prior to the date of the Share Agreements; and (ii) a premium of approximately 0.67% to the average of the closing prices per Share as quoted on the Stock Exchange for the five consecutive trading days prior to the date of the Share Agreements of approximately HK$0.298.

The Subscription Shares represent (i) approximately 9.76% of the existing issued share capital of the Company, (ii) approximately 8.89% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares, and (iii) approximately 6.91% of the issued capital of the Company as enlarged by the issue of Subscription Shares and the Conversion Shares.

The estimated net proceeds from the Share Subscription will be approximately HK$747.0 million. The Company intends to apply the net proceeds from the Share Subscription to increase the Group’s investment in the Project Company and for general working capital of the Group.

Completion of the issue of the Subscription Shares is subject to certain conditions, including obtaining Shareholders’ approval.

GENERAL

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares and the Subscription Shares.

A circular, containing amongst other things, (a) further information about the Capital Increase and the financial information on the Group and the Project Company; (b) further details of the CB Subscription and the Share Subscription, and (c) a notice of the EGM, will be despatched to the Shareholders. As additional time is required to prepare and finalise the information to be included in the circular, the circular is expected to be despatched to the Shareholders on or before 30 September 2013.

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As the Capital Increase Agreement, the CB Agreements and the Share Agreements may or may not proceed to completion, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

TRADING HALT AND RESUMPTION OF TRADING

Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 11 June 2013 at the request of the Company pending the release of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 17 June 2013.

THE CAPITAL INCREASE

The Capital Increase Agreement

Date

10 June 2013

Parties

• (1) Cheer Luck;

• (2) Shu Ren Wood; and

• (3) the JV Partners.

To the knowledge of the Directors, each of the JV Partners is an investment holding company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, other than their interests in the Project Company, each of the JV Partners and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

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Capital Increase

As at the date of this announcement, Cheer Luck and Shu Ren Wood were respectively interested in 51% and 4.9% of the equity interest in the Project Company and all the registered capital of the Project Company has been fully paid up. Pursuant to the Capital Increase Agreement, Cheer Luck has conditionally agreed to subscribe for the additional registered capital of RMB1,611,898,040 at a total cash consideration of RMB1,611,898,040 and Fujian Xinrong Industries Group Co., Ltd., one of the JV Partners, has agreed to subscribe for the additional registered capital of RMB85,696,030 at a total cash consideration of RMB85,696,030.

Following completion of the Capital Increase, the Company, through Cheer Luck and Shu Ren Wood, will indirectly hold a 82.27% equity interest in the Project Company. The Project Company will continue to be a subsidiary of the Company.

Pursuant to the Capital Increase Agreement, the Consideration of RMB1,611,898,040 is payable by Cheer Luck as follows:

• (i) the first installment of RMB322,379,608 equivalent to 20% of the Consideration is payable by Cheer Luck within 20 working days of obtaining the approvals of the Capital Increase by the PRC department of commerce and the Shareholders;

• (ii) the second installment of RMB805,949,020 equivalent to 50% of the Consideration is payable by Cheer Luck to the Project Company within 3 months from the date of issuance of the new business license of the Project Company;

• (iii) the third installment of RMB402,974,510 equivalent to 25% of the Consideration is payable by Cheer Luck to the Project Company within 6 months from the date of issuance of the new business license of the Project Company; and

• (iv) the fourth installment of RMB80,594,902 equivalent to 5% of the Consideration is payable by Cheer Luck to the Project Company within 12 months from the date of issuance of the new business license of the Project Company.

The terms of the Capital Increase Agreement including the Consideration were based on normal commercial terms and determined after arm’s length negotiations between the Company and the JV Partners with reference to a number of factors, including but not limited to, (i) the existing shareholding of each of the shareholders of the Project Company; (ii) the current status of the construction of the Zhunxing Expressway by the Project Company as described below and the capital needs of the Project Company, and (iii) the future growth potential of the Project Company.

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Conditions precedent

The obligations of Cheer Luck under the Capital Increase Agreement are conditional upon satisfaction of the following conditions:

• (a) the board of directors of the Project Company has duly approved the Capital Increase and the amendment to the articles of association and joint venture contract of the Project Company;

• (b) the PRC department of commerce has issued the approval for the Capital Increase and the relevant approval certificate for foreign investment;

• (c) Cheer Luck, Shu Ren Wood and the JV Partners have duly signed a supplemental agreement to the joint venture contract of the Project Company as a result of the Capital Increase;

• (d) Cheer Luck, Shu Ren Wood and the JV Partners have duly signed the proposal to amend the articles of association of the Project Company as a result of the Capital Increase; and

• (e) the Company has obtained the approval of the Shareholders on the Capital Increase and the transactions contemplated under the Capital Increase Agreement.

Information on the Project Company

The Project Company is a company incorporated in the PRC with limited liability, and is principally engaged in expressway and auxiliary facility investment, operation, management and maintenance.

Based on the unaudited accounts of the Project Company prepared in accordance with PRC accounting standards, the turnover of the Project Company for the two years ended 31 December 2012 was nil, net loss for the two years ended 31 December 2012 was nil, and as at 31 December 2012, the total assets and net assets of the Project Company were approximately RMB8,256.9 million and RMB2,718 million respectively.

Reasons for the Capital Increase

The Group was 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.

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The Project Company has the exclusive right to build, and operate for 30 years (excluding construction period) the Zhunxing Expressway, the first PRC heavy-duty toll expressway designed for coal transportation in the Inner Mongolia Autonomous Region that will run from the Jungar Banner (准格爾旗) which is the major coal production area located south of Hohhot (呼和浩特) in the Ordos (鄂爾多斯), towards northeast for 265 km to Xinghe County (興和縣) which is a major logistics hub for coal distribution in Northern China.

The Group has made an all-out effort to ensure the construction of the Zhunxing Expressway is in full gear. The Directors expect that the Zhunxing Expressway will commence operation in the 4th quarter of 2013. The Directors consider that the Capital Increase is a valuable opportunity for the Group to further expand its interest in the Project Company and is an appropriate occasion to bring the most benefits to the Shareholders, which is in conformity with the Group’s development directions and commitment on the expressway business.

Having considered the aforesaid factors, the Board believes that the terms of the Capital Increase Agreement (including the Consideration) are fair and reasonable and the entering into the Capital Increase Agreement is in the interests of the Company and the Shareholders as a whole.

The Company intends to fund the Consideration by the proceeds of the CB Subscription and the Share Subscription.

Listing Rules implications

As one of the ratios set out in the Listing Rules for the Capital Increase exceeds 25% but is less than 100%, the Capital Increase constitutes a major transaction for the Company under the Listing Rules and is subject to the announcement and shareholders’ approval requirements under the Listing Rules.

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THE CB SUBSCRIPTION

The First CB Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) Li Ka Shing (Canada) Foundation, a company incorporated in Canada, is a private foundation registered with the Minster of National Revenue as a registered charity within the meaning of the Income Tax Act (Canada).

As at the date of this announcement, the First CB Subscriber holds HK$1,300 million of the 2014 Convertible Bonds. Save for such interest, to the best knowledge, information and belief of the Directors, having made all reasonable enquires, the First CB Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

Principal terms of the First Convertible Bonds

Principal amount HK$1,300 million

Maturity date The date falling on the second anniversary of the issue date.

Interest The First Convertible Bonds bear interest from the issue date of the First Convertible Bonds at the rate of 9% per annum on the principal amount of the First Convertible Bonds outstanding. The interest will be payable by the Company annually in arrears.

Conversion price HK$0.32 per Conversion Share, subject to adjustment in accordance with the terms of the First Convertible Bonds including, among other things, subdivision or consolidation of Shares, the making of a free distribution of Shares, bonus issue, the declaration of a dividend in Shares, capital distribution, issuance of options, rights or warrants, and other dilutive events such as issue of new Shares.

• Number of Conversion Shares issuable

4,062,500,000 new Shares will be issued upon full conversion of the First Convertible Bonds based on the initial conversion price of HK$0.32.

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The Second CB Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) China Life Insurance (Overseas) Company Limited, a wholly-owned subsidiary of China Life Insurance (Group) Company. Its main business covers insurance, investment, and provident fund service in Hong Kong and Macau. With “China Life” branding reputation and strong support of the parent group, China Life Insurance (Overseas) Company Limited has been rapidly growing into a leading local insurance company in Hong Kong and Macau.

As at the date of this announcement, the Second CB Subscriber holds 1,079,600,000 Shares, representing approximately 4.22% of the issued share capital of the Company and HK$600 million of the 2014 Convertible Bonds. Save for such interests, to the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Second CB Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

Principal terms of the Second Convertible Bonds

Principal amount HK$800 million Maturity date The date falling on the second anniversary of its issue date.

Interest The Second Convertible Bonds bear interest from the issue date of the Second Convertible Bonds at the rate of 9% per annum on the principal amount of the Second Convertible Bonds outstanding. The interest will be payable by the Company annually in arrears.

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Conversion price

HK$0.32 per Conversion Share, subject to adjustment in accordance with the terms of the Second Convertible Bonds including, among other things, subdivision or consolidation of Shares, the making of a free distribution of Shares, bonus issue, the declaration of a dividend in Shares, capital distribution, issuance of options, rights or warrants, and other dilutive events such as issue of new Shares.

• Number of Conversion Shares issuable

• 2,500,000,000 new Shares will be issued upon full conversion of the Second Convertible Bonds based on the initial conversion price of HK$0.32.

The Third CB Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) Dr. Lo Ka Shui, who is the chairman and managing director of Great Eagle Holdings Limited and a non-executive director and the chairman of Eagle Asset Management (CP) Limited (manager of the publicly listed Champion Real Estate Investment Trust), and a non-executive director and the chairman of Langham Hospitality Investments Limited.

As at the date of this announcement, the Third CB Subscriber holds HK$100 million of the 2014 Convertible Bonds. Save for such interest, to the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Third CB Subscriber is an independent third party not connected with the Company or any of its connected persons.

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Principal terms of the Third Convertible Bonds

Principal amount HK$100 million Maturity date The date falling on the second anniversary of its issue date. Interest The Third Convertible Bonds bear interest from the issue date of the Third Convertible Bonds at the rate of 9% per annum on the principal amount of the Third Convertible Bonds outstanding. The interest will be payable by the Company annually in arrears.

Conversion price HK$0.32 per Conversion Share, subject to adjustment in accordance with the terms of the Third Convertible Bonds including, among other things, subdivision or consolidation of Shares, the making of a free distribution of Shares, bonus issue, the declaration of a dividend in Shares, capital distribution, issuance of options, rights or warrants, and other dilutive events such as issue of new Shares.

Number of Conversion 312,500,000 new Shares will be issued upon full conversion Shares issuable of the Third Convertible Bonds based on the initial conversion price of HK$0.32.

The Fourth CB Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) Grand Version Investments Limited, which is principally engaged in investment holding.

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Fourth CB Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

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Principal terms of the Fourth Convertible Bonds

Principal amount HK$160 million Maturity date The date falling on the second anniversary of its issue date. Interest The Fourth Convertible Bonds bear interest from the issue date of the Fourth Convertible Bonds at the rate of 9% per annum on the principal amount of the Fourth Convertible Bonds outstanding. The interest will be payable by the Company annually in arrears.

Conversion price HK$0.32 per Conversion Share, subject to adjustment in accordance with the terms of the Fourth Convertible Bonds including, among other things, subdivision or consolidation of Shares, the making of a free distribution of Shares, bonus issue, the declaration of a dividend in Shares, capital distribution, issuance of options, rights or warrants, and other dilutive events such as issue of new Shares.

Number of Conversion 500,000,000 new Shares will be issued upon full conversion Shares issuable of the Fourth Convertible Bonds based on the initial conversion price of HK$0.32.

The Fifth CB Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) Guotai Junan Investments (Hong Kong) Limited, which is principally engaged in investment holding.

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Fifth CB Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

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Principal terms of the Fifth Convertible Bonds

Principal amount HK$32 million Maturity date The date falling on the second anniversary of its issue date. Interest The Fifth Convertible Bonds bear interest from the issue date of the Fifth Convertible Bonds at the rate of 9% per annum on the principal amount of the Fifth Convertible Bonds outstanding. The interest will be payable by the Company annually in arrears. Conversion price HK$0.32 per Conversion Share, subject to adjustment in accordance with the terms of the Fifth Convertible Bonds including, among other things, subdivision or consolidation of Shares, the making of a free distribution of Shares, bonus issue, the declaration of a dividend in Shares, capital distribution, issuance of options, rights or warrants, and other dilutive events such as issue of new Shares.

Number of Conversion 100,000,000 new Shares will be issued upon full conversion Shares issuable of the Fifth Convertible Bonds based on the initial conversion price of HK$0.32.

The Sixth CB Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) Cross-Strait Capital Limited, which is principally engaged in investment holding.

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Sixth CB Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

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Principal terms of the Sixth Convertible Bonds

HK$32 million

Principal amount HK$32 million Maturity date The date falling on the second anniversary of its issue date. Interest The Sixth Convertible Bonds bear interest from the issue date of the Sixth Convertible Bonds at the rate of 9% per annum on the principal amount of the Sixth Convertible Bonds outstanding. The interest will be payable by the Company annually in arrears.

Conversion price HK$0.32 per Conversion Share, subject to adjustment in accordance with the terms of the Sixth Convertible Bonds including, among other things, subdivision or consolidation of Shares, the making of a free distribution of Shares, bonus issue, the declaration of a dividend in Shares, capital distribution, issuance of options, rights or warrants, and other dilutive events such as issue of new Shares.

Number of Conversion 100,000,000 new Shares will be issued upon full conversion Shares issuable of the Sixth Convertible Bonds based on the initial conversion price of HK$0.32.

The Seventh CB Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) VMS Investment Group Limited, which is principally engaged in proprietary investments, asset management, securities brokerage and corporate finance advisory services.

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Seventh CB Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

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Principal terms of the Seventh Convertible Bonds

Principal amount HK$160 million Maturity date The date falling on the second anniversary of its issue date. Interest The Seventh Convertible Bonds bear interest from the issue date of the Seventh Convertible Bonds at the rate of 9% per annum on the principal amount of the Seventh Convertible Bonds outstanding. The interest will be payable by the Company annually in arrears. Conversion price HK$0.32 per Conversion Share, subject to adjustment in accordance with the terms of the Seventh Convertible Bonds including, among other things, subdivision or consolidation of Shares, the making of a free distribution of Shares, bonus issue, the declaration of a dividend in Shares, capital distribution, issuance of options, rights or warrants, and other dilutive events such as issue of new Shares.

Number of Conversion 500,000,000 new Shares will be issued upon full conversion Shares issuable of the Seventh Convertible Bonds based on the initial conversion price of HK$0.32.

Other terms of the 2015 Convertible Bonds

Set out below is a summary of the other common principal terms of the 2015 Convertible Bonds:

Issue price 100% of the principal amount of the 2015 Convertible Bonds, payable in full at completion of the CB Agreements.

Conversion period Each Bondholder has the right to convert the 2015 Convertible Bonds in whole or in part into Conversion Shares at any time on or after the issue date of the 2015 Convertible Bonds up to the maturity date.

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Redemption at maturity

• Mandatory Conversion

• Redemption at the option of the Company

Each 2015 Convertible Bond will be redeemed on maturity at a value equal to the aggregate of (1) 100% of the outstanding principal amount of the 2015 Convertible Bonds; and (2) all outstanding interest accrued thereon.

• If, at any time prior to the maturity date, the current market price of the Shares is more than HK$0.60 (such cut-off amount being subject to adjustment in the event of any subdivision or consolidation of the Shares) for 60 consecutive trading days, then the Company may give not less than seven business days’ notice to the Bondholders to mandatorily convert all or any part of the 2015 Convertible Bonds.

• The Company may, at any time and from time to time, purchase the 2015 Convertible Bonds at any price in the open market or otherwise in compliance with applicable laws and regulations.

• The Company may also, at any time up to (and excluding) the commencement of the seven calendar day period ending on (and including) the maturity date, when the principal amount of the 2015 Convertible Bonds outstanding is equal to or less than 10% of the original aggregate principal amount issued by the Company, by written notice to the Bondholders elect to redeem the whole or part of the then outstanding principal amount of the 2015 Convertible Bonds at an amount equal to 100% of the principal amount of the 2015 Convertible Bonds sought to be redeemed as specified in the redemption notice and all unpaid interest thereon.

Transferability

Status

The 2015 Convertible Bonds will be transferable.

The 2015 Convertible Bonds will represent direct, unconditional, unsubordinated and unsecured obligations of the Company and will at all times rank pari passu with all existing and future unsubordinated and unsecured obligations of the Company.

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Voting

A Bondholder will not be entitled to vote at any general meetings of the Company by reason only of it being a Bondholder.

Listing

No application will be made for the listing of the 2015 Convertible Bonds on the Stock Exchange or any other exchange.

Comparison of conversion price

The initial conversion price of HK$0.32 per Conversion Share was arrived at after arm’s length negotiation between the Company and the CB Subscribers and represents:

• (i) a premium of approximately 4.92% to the closing price of the Shares of HK$0.305 as quoted on the Stock Exchange on the last trading day prior to the date of the CB Agreements;

• (ii) a premium of approximately 7.38% to the average closing price of HK$0.298 per Share for the last 5 consecutive trading days up to and including 10 June 2013, the last trading day prior to the date of the CB Agreements; and

• (iii) a premium of approximately 7.74% to the average closing price of HK$0.297 per Share for the last 30 consecutive trading days up to and including 10 June 2013, the last trading day prior to the date of the CB Agreements.

Conversion Shares

Assuming full conversion of the 2015 Convertible Bonds at the conversion price of HK$0.32 per Conversion Share, the 2015 Convertible Bonds will be convertible into approximately 8,075,000,000 new Shares, representing (i) approximately 31.54% of the existing issued share capital of the Company, (ii) approximately 23.98 % of the issued share capital of the Company as enlarged by the issue of the Conversion Shares and (iii) approximately 22.32% of the issued share capital as enlarged by the issue of the Subscription Shares and the Conversion Shares.

The Conversion Shares have a nominal value of HK$80,750,000 and a market value of approximately HK$2,462.9 million based on the closing price of the Shares of HK$0.305 on 10 June 2013.

The Conversion Shares will rank pari passu in all respects with the Shares then in issue on the relevant conversion date.

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Conditions precedent

The obligations of each of the CB Subscribers under the relevant CB Agreement are conditional upon:

• (i) the Shareholders passing a resolution in general meeting to authorise the Directors to allot and issue the Conversion Shares and to issue the relevant 2015 Convertible Bonds in connection therewith;

• (ii) the Stock Exchange having granted the listing of, and permission to deal in, the Conversion Shares with respect to the 2015 Convertible Bonds;

• (iii) the representations and warranties of the Company set out in the relevant CB Agreement not having been breached and remaining true and accurate in all material respects and not misleading in any material respect as at the closing date;

• (iv) there being no event existing or having occurred and no condition being in existence which would (had the relevant 2015 Convertible Bonds already been issued) constitute an event of default and no event or act having occurred which would constitute an event of default; and

• (v) the Capital Increase Agreement becoming unconditional in accordance with its terms thereof.

The CB Subscribers may waive all or any of the conditions precedent other than conditions (i) and (ii). Completion of each of the CB Agreements will take place on the third business day following the date upon receipt of a notice from the Company notifying the relevant CB Subscriber of condition (ii) to the conditions precedent have been fulfilled. If the conditions precedent cannot be fulfilled or waived by 31 October 2013 or such later date as the Company and the relevant CB Subscriber may agree in writing, the relevant CB Agreement will terminate and cease to be of any effect.

Each of the CB Agreements is independent of the other and completion of each of the CB Agreements is not inter-conditional on completion of the other CB Agreements.

Application for Listing

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares which may fall to be issued upon conversion of the 2015 Convertible Bonds. No application will be made for the listing of the 2015 Convertible Bonds on the Stock Exchange or any other stock exchange.

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Reasons for the CB Agreements and use of proceeds

The issue of the 2015 Convertible Bonds will fund the additional investment in the Project Company under the Capital Increase Agreement. The estimated net proceeds from the issue of the 2015 Convertible Bonds would be approximately HK$2,581.0 million, which will be used to fund the Capital Increase and to repay convertible debts.

The Directors (including the independent non-executive Directors) consider that the terms of the CB Agreements are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

THE SHARE SUBSCRIPTION

The First Share Agreement

Date

14 June 2013

Parties

• (1) the Company; and

• (2) Turbo View Investment Limited, which is principally engaged in investment holding.

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the First Share Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

The First Share Subscription

Pursuant to the terms of the First Subscription Agreement, the First Share Subscriber will subscribe for the First Subscription Shares.

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The Second Share Agreement

Date

14 June 2013

Parties

• (1) The Company; and

• (2) Wisdom Accord Limited, which is principally engaged in investing holding.

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the Second Share Subscriber and its ultimate beneficial owners are independent third parties not connected with the Company or any of its connected persons.

The Second Share Subscription

Pursuant to the terms of the Second Share Agreement, the Second Share Subscriber will subscribe for the Second Subscription Shares.

Subscription Price

The subscription price of HK$0.30 per Subscription Share under each of the Share Subscription Agreements represents:

• (i) a discount of approximately 1.64% to the closing price of HK$0.305 per Share as quoted on the Stock Exchange on 10 June 2013, being the last trading day prior to the date of the Share Subscription Agreements; and

• (ii) a premium of approximately 0.67% to the average of the closing prices per Share as quoted on the Stock Exchange for the 5 consecutive trading days prior to the date of the Share Subscription Agreements of approximately HK$0.298 per Share.

The subscription price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm’s length basis between the Company and the Share Subscribers. The Directors (including the independent non-executive Directors) consider that the terms of the Share Agreements are fair and reasonable and that the Share Subscription is in the interests of the Company and the Shareholders as a whole.

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Subscription Shares

The Subscription Shares represent (i) approximately 9.76% of the existing issued share capital of the Company, (ii) approximately 8.89% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares, and (iii) approximately 6.91% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares and the Conversion Shares.

Based on the closing price of HK$0.305 per Share on 10 June 2013, the last trading day prior to the date of the Share Subscription Agreements, the Subscription Shares have a market value of HK$762.5 million and an aggregate nominal value of HK$25 million. The net price per Subscription Share is approximately HK$0.299.

Ranking of the Subscription Shares

All the Subscription Shares will, when issued, rank pari passu among themselves and with the Shares then in issue.

Conditions precedent

Completion of each the Share Agreements is conditional upon:

• (i) the Shareholders passing a resolution in general meeting to authorise the Directors to allot and issue the Subscription Shares;

• (ii) the Stock Exchange having granted the listing of, and permission to deal in, the Subscription Shares; and

(iii) the Capital Increase Agreement becoming unconditional in accordance with its terms.

Completion of the Share Subscription will take place on the third business day following the date upon receipt of a notice from the Company notifying the relevant Share Subscriber of the conditions precedent have been fulfilled. If the conditions cannot be satisfied by 31 October 2013 or such later date as the Company and the relevant Share Subscriber may agree in writing, the relevant Share Agreements will terminate and cease to be of any effect.

Each of the Share Agreements is independent of the other and completion of each of the Share Agreements is not inter-conditional on completion of the other Share Agreement.

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Application for listing

An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Reasons of the Share Subscription and use of proceeds

The Directors consider that the Share Subscription represents an opportunity to raise additional capital for the Company. The estimated net proceeds from the Share Subscription will be approximately HK$747.0 million. The Company intends to apply the net proceeds from the Share Subscription to fund the Capital Increase and as general working capital of the Group.

The Directors (including the independent non-executive Directors) consider that the terms of the Share Agreements are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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SHAREHOLDING OF THE COMPANY

The table below sets out the Company’s shareholding structure as at the date of this announcement and upon the issue of the Subscription Shares and full conversion of the 2015 Convertible Bonds:

China Alliance International Holding Group Limited Vivid Beyond Securities Limited Fresh Generation Development Limited Directors Mr. Cao Zhong_(Note 2) Mr. Fung Tsun Pong(Note 3)_ CB Subscribers First CB Subscriber Second CB Subscriber Third CB Subscriber Fourth CB Subscriber Fifth CB Subscriber Sixth CB Subscriber Seventh CB Subscriber Share Subscribers First Share Subscriber Second Share Subscriber Public Shareholders Total	Shareholding as at the date of this announcement No. of Shares % 4,275,862,068 16.70 2,500,000,000 9.76 1,350,000,000 5.27 2,194,500,000 8.57 2,356,662,449 9.20 4,551,162,449 17.77 – – 1,079,600,000 4.22 – – – – – – – – – – 1,079,600,000 4.22 – – – – – – 11,849,159,378 46.28 25,605,783,895 100.0	Shareholding immediately upon full conversion of the 2015 Convertible Bonds (Note 1) No. of Shares % 4,275,862,068 12.70 2,500,000,000 7.42 1,350,000,000 4.01 2,194,500,000 6.52 2,356,662,449 7.00 4,551,162,449 13.51 4,062,500,000 12.06 3,579,600,000 10.63 312,500,000 0.93 500,000,000 1.48 100,000,000 0.30 100,000,000 0.30 500,000,000 1.48 9,154,600,000 27.18 – – – – – – 11,849,159,378 35.18 33,680,783,895 100.0	Shareholding immediately after completion of the Share Subscription(Note 1) No. of Shares % 4,275,862,068 15.21 2,500,000,000 8.89 1,350,000,000 4.80 2,194,500,000 7.81 2,356,662,449 8.38 4,551,162,449 16.19 – – 1,079,600,000 3.84 – – – – – – – – – – 1,079,600,000 3.84 1,500,000,000 5.34 1,000,000,000 3.56 2,500,000,000 8.89 11,849,159,378 42.16 28,105,783,895 100.0	Shareholding immediately upon full conversion of the 2015 Convertible Bonds and after completion of the Share Subscription(Note 1) No. of Shares % 4,275,862,068 11.82 2,500,000,000 6.91 1,350,000,000 3.73 2,194,500,000 6.07 2,356,662,449 6.51 4,551,162,449 12.58 4,062,500,000 11.23 3,579,600,000 9.89 312,500,000 0.86 500,000,000 1.38 100,000,000 0.28 100,000,000 0.28 500,000,000 1.38 9,154,600,000 25.30 1,500,000,000 4.15 1,000,000,000 2.76 2,500,000,000 6.91 11,849,159,378 32.75 36,180,783,895 100.0	Shareholding immediately upon full conversion of the 2015 Convertible Bonds and after completion of the Share Subscription(Note 1) No. of Shares % 4,275,862,068 11.82 2,500,000,000 6.91 1,350,000,000 3.73 2,194,500,000 6.07 2,356,662,449 6.51 4,551,162,449 12.58 4,062,500,000 11.23 3,579,600,000 9.89 312,500,000 0.86 500,000,000 1.38 100,000,000 0.28 100,000,000 0.28 500,000,000 1.38 9,154,600,000 25.30 1,500,000,000 4.15 1,000,000,000 2.76 2,500,000,000 6.91 11,849,159,378 32.75 36,180,783,895 100.0
					12.58 11.23 9.89 0.86 1.38 0.28 0.28 1.38
					25.30 4.15 2.76
					6.91 32.75
					100.0

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Notes:

1. Assuming no further conversion of the 2014 Convertible Bonds or warrants of the Company.

2. Mr. Cao Zhong, the chairman and executive Director is interested in 124,200,000 Shares personally and 2,070,300,000 Shares through Champion Rise International Limited, a company wholly owned by him.

3. Mr. Fung Tsun Pong, the vice chairman and an executive Director, holds 1,242,362,449 Shares personally and 1,114,300,000 Shares through Ocean Gain Limited, a company wholly owned by him.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE LAST 12 MONTHS

The Company issued conditional warrants in the amount of HK$960,000,000 expiring 20 December 2015 to Joint Gain Holdings Limited pursuant to the agreement dated 20 December 2012. Save for such warrants, the Company has not carried out any equity fund raising exercise in the 12 months immediately preceding the date of this announcement.

GENERAL

The Conversion Shares and the Subscription Shares will be issued under a specific mandate to be sought from the Shareholders.

A circular, containing amongst other things, (a) further information about the Capital Increase and the financial information on the Group and the Project Company; (b) further details of the CB Subscription and the Share Subscription, and (c) a notice of the EGM, will be despatched to the Shareholders. As additional time is required to prepare and finalise the information to be included in the circular, the circular is expected to be despatched on or before 30 September 2013.

TRADING HALT AND RESUMPTION OF TRADING

Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 11 June 2013 at the request of the Company pending the release of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 17 June 2013.

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DEFINITIONS

• “2014 Convertible Bonds”

• 9% unlisted convertible bonds due 2014 in the aggregate principal amount of HK$2,000,000,000 issued by the Company;

• “2015 Convertible Bonds”

• the First Convertible Bonds, the Second Convertible Bonds, the Third Convertible Bonds, the Fourth Convertible Bonds, the Fifth Convertible Bonds, the Sixth Convertible Bonds and the Seventh Convertible Bonds;

• “Board”

• the board of Directors;

• “Bondholders”

• holders of the 2015 Convertible Bonds;

• “Capital Increase”

• the increase in the interest in the Project Company by Cheer Luck, pursuant to the Capital Increase Agreement;

• “Capital Increase Agreement”

• an agreement dated 10 June 2013 between Cheer Luck, Shu Ren Wood and the JV Partners in relation to the increase in the registered capital in the amount of RMB1,611,898,040 of the Project Company by the Group;

• “CB Agreements” the First CB Agreement, the Second CB Agreement, the Third CB Agreement, the Fourth CB Agreement, the Fifth CB Agreement, the Sixth CB Agreement and the Seventh CB Agreement;

• “CB Subscribers”

• the First CB Subscriber, the Second CB Subscriber, the Third CB Subscriber, the Fourth CB Subscriber, the Fifth CB Subscriber, the Sixth CB Subscriber and the Seventh CB Subscriber;

• “CB Subscription”

• the subscription of the 2015 Convertible Bonds by the CB Subscribers;

• “Cheer Luck”

• Cheer Luck Technology Limited (展裕科技有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company;

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“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 Stock Exchange;

• “connected person” has the meaning ascribed to it under the Listing Rules;

• “Consideration” the total consideration of RMB1,611,898,040 for the Capital Increase;

• “Conversion Shares”

• new Shares to be issued upon conversion of the 2015 Convertible Bonds;

• “Directors”

• the directors of the Company;

• “EGM”

• the extraordinary general meeting of the Company to be convened and to consider and, if thought fit, approve, among other things, the Capital Increase, the CB Agreements and the Share Agreements;

• “First CB Agreement”

• the agreement dated 14 June 2013 entered into between the Company and the First CB Subscriber;

• “First CB Subscriber”

• Li Ka Shing (Canada) Foundation;

• “First Convertible Bonds”

• 9% unlisted convertible bonds due 2015 in the aggregate principal amount of HK$1,300 million to be subscribed by the First CB Subscriber;

• “First Share Agreement”

• the agreement dated 14 June 2013 entered into between the Company and the First Share Subscriber;

• “First Share Subscriber”

• Turbo View Investment Limited;

• “First Subscription Shares”

• 1,500,000,000 new Shares subscribed by the First Share Subscriber;

• “Fifth CB Agreement”

• the agreement dated 14 June 2013 entered into between the Company and the Fifth CB Subscriber;

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“Fifth CB Subscriber”

Guotai Junan Investments (Hong Kong) Limited;

• “Fifth Convertible Bonds” 9% unlisted convertible bonds due 2015 in the aggregate principal amount of HK$32 million to be subscribed by the Fifth CB Subscriber;

• “Fourth CB Agreement” the agreement dated 14 June 2013 entered into between the Company and the Fourth CB Subscriber;

• “Fourth CB Subscriber” Grand Version Investments Limited;

• “Fourth Convertible Bonds” 9% unlisted convertible bonds due 2015 in the aggregate principal amount of HK$160 million to be subscribed by the Fourth CB Subscriber;

• “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 PRC;

• “JV Partners” the existing shareholders of the Project Company (other than Cheer Luck and Shu Ren Wood), namely, Xinjiang Shougang Investment Ltd. Co. (新彊首鋼投資有限公司), Fujian Xinrong Industries Group Co., Ltd. (褔建信融實業 有限公司) and Fujian Ding Feng Sheng Chuang Xin Investment Limited* (褔建鼎豐盛創新投資有限公司), all companies are established in the PRC;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “PRC” the People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region and Taiwan;

• “Project Company” 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), a 55.9% subsidiary of the Group;

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

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• “Second CB Agreement” the agreement dated 14 June 2013 entered into between the Company and the Second CB Subscriber;

• “Second CB Subscriber” China Life Insurance (Overseas) Company Limited;

• “Second Convertible Bonds” 9% unlisted convertible bonds due 2015 in the aggregate principal amount of HK$800 million to be subscribed by the Second CB Subscriber;

• “Second Share Agreement” the agreement dated 14 June entered into between the Company and the Second Share Subscriber;

• “Second Share Subscriber” Wisdom Accord Limited;

• “Second Subscription 1,000,000,000 new Shares subscribed by the Second Share Shares” Subscriber;

• “Seventh CB Agreement” the agreement dated 14 June 2013 entered into between the Company and the Seventh CB Subscriber;

• “Seventh CB Subscriber” VMS Investment Group Limited;

• “Seventh Convertible Bonds”

• 9% unlisted convertible bonds due 2015 in the aggregate principal amount of HK$160 million to be subscribed by the Seventh CB Subscriber;

• “Shareholders” registered holders of Shares from time to time;

• “Shares” shares of HK$0.01 each in the capital of the Company;

• “Share Agreements” the First Share Agreement and the Second Share Agreement;

• “Share Subscribers” the First Share Subscriber and the Second Share Subscriber;

• “Share Subscription” the subscription of the Subscription Shares by the First Share Subscriber and the Second Share Subscriber;

“Shu Ren Wood” Shu Ren Wood (Shenzhen) Limited* (樹人木業（深圳）有限 公司), a company established in the PRC and a wholly-owned subsidiary of the Company;

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“Sixth CB Agreement” the agreement dated 14 June 2013 entered into between the Company and the Sixth CB Subscriber;

“Sixth CB Subscriber”

Cross-Strait Capital Limited;

• “Sixth Convertible Bonds”

• 9% unlisted convertible bonds due 2015 in the aggregate principal amount of HK$32 million to be subscribed by the Sixth CB Subscriber;

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

• “Subscription Shares” the First Subscription Shares and the Second Subscription Shares;

• “Third CB Agreement” the agreement dated 14 June 2013 entered into between the Company and the Third CB Subscriber;

• “Third CB Subscriber”

• Dr. Lo Ka Shui;

• “Third Convertible Bonds”

• 9% unlisted convertible bonds due 2015 in the aggregate principal amount of HK$100 million to be subscribed by the Third CB Subscriber;

• “Zhunxing Expressway” a 265-kilometer heavy haul toll expressway in Inner Mongolia, the PRC; and

“%”

per cent.

By Order of the Board

China Resources and Transportation Group Limited Cao Zhong Chairman

Hong Kong, 14 June 2013

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

• for identification purposes only

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