Central Development Holdings Limited — Capital/Financing Update 2015

Nov 16, 2015

The whole of this document must be returned to be valid. 本文件必須整份交回，方為有效。

Form A 表格甲

Provisional allotment letter no. 暫定配額通知書編號

IMPORTANT 重要提示

THIS PROVISIONAL ALLOTMENT LETTER (“PAL”) IS VALUABLE AND TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS PAL AND THE ACCOMPANYING EXCESS APPLICATION FORM (“EAF”) WILL EXPIRE AT 4:00 P.M. ON Tuesday, 1 December 2015 (OR SUCH LATER TIME AND/OR DATE AS MENTIONED IN THE PARAGRAPH HEADED “EFFECT OF BAD WEATHER” OVERLEAF).

本暫定配額通知書（「暫定配額通知書」）具有價值及可轉讓，並請即處理。本暫定配額通知書及隨附之額外申請表格（「額外申請表格」）所載之要約將於二零一五年十二月一日（星期二）下午四時正（或背頁「惡劣天氣之影響」一段所述之有關較後時間及╱或日期）結束。 IF YOU ARE IN ANY DOUBT ABOUT THIS PAL OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

閣下對本暫定配額通知書或應採取之行動如有任何疑問，應諮詢 閣下之持牌證券交易商或註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。

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

香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司對本文件之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本文件全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Capitalised terms used herein have the same meanings as those defined in the prospectus issued by China Resources and Transportation Group Limited dated 17 November 2015 (the “Prospectus”) unless the context otherwise requires.

除非文義另有所指，否則本暫定配額通知書所用詞彙與中國資源交通集團有限公司所刊發日期為二零一五年十一月十七日之章程（「章程」）所界定者具相同涵義。

Dealings in Shares and Rights Shares in their nil-paid form and fully-paid form may be settled through CCASS and you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests. 股份以及未繳股款及繳足股款供股股份之買賣可透過中央結算系統進行交收， 閣下應諮詢 閣下之持牌證券交易商或註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問有關該等交收安排之詳情，以及有關安排對 閣下之權利及權益可能構成之影響。 The Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

未繳股款及繳足股款供股股份將獲香港結算接納為合資格證券，可自未繳股款及繳足股款供股股份各自於聯交所開始買賣之日（或香港結算可能決定之其他日期）起，於中央結算系統內寄存、結算及交收。聯交所參與者間於任何交易日之交易須於其後第二個交易日在 中央結算系統進行交收。所有中央結算系統之活動均須依據不時有效之中央結算系統一般規則及中央結算系統運作程序規則進行。

A copy of each of the Prospectus Documents, together with the document mentioned in the paragraph headed “Documents delivered to the Registrar of Companies” in Appendix III to the Prospectus, has been registered by the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong takes no responsibility as to the contents of any of the documents referred to above.

各份章程文件副本連同章程附錄三「送呈公司註冊處處長之文件」一段所述之文件，已依據香港法例第 32 章公司（清盤及雜項條文）條例第 342C 條之規定向香港公司註冊處處長登記。香港公司註冊處處長對上述任何文件之內容概不負責。

If you wish to exercise your right to subscribe for all the Rights Shares specified in this PAL, you should lodge this PAL in accordance with the instructions printed herein, together with a remittance for the full amount payable on acceptance, with the Branch Share Registrar, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:00 p.m. on Tuesday, 1 December 2015. All remittances must be made by cheque or banker’s cashier order in Hong Kong dollars. Cheques must be drawn on an account with, and banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “China Resources and Transportation Group Limited – PAL” and crossed “Account Payee Only”.

倘 閣下擬行使 閣下之權利認購本暫定配額通知書註明之所有供股股份， 閣下必須最遲於二零一五年十二月一日（星期二）下午四時正前按照本表格印列之指示將暫定配額通知書連同須於接納時繳付之全部股款送達香港股份過戶登記分處卓佳廣進有限公司，地址 為香港皇后大道東 183 號合和中心 22 樓。所有股款均須以港元支票或銀行本票繳付，而有關支票或銀行本票則須以香港之銀行戶口付款或由香港之持牌銀行開出，註明抬頭人為「中國資源交通集團有限公司[—] PAL」，並以「只准入抬頭人賬戶」劃線方式開出。

SUBJECT TO CERTAIN EXCEPTIONS, THIS PAL AND THE ACCOMPANYING EAF ARE NOT FOR DISTRIBUTION IN OR INTO THE SPECIFIED TERRITORIES. THIS PAL, THE EAF, THE NIL-PAID RIGHTS SHARES AND THE RIGHTS SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR UNDER THE SECURITIES LAWS OF ANY OF THE SPECIFIED TERRITORIES. SUBJECT TO CERTAIN EXCEPTIONS, NONE OF THIS PAL, THE NIL-PAID RIGHTS SHARES AND THE RIGHTS SHARES MAY BE OFFERED, SOLD, TAKEN UP, RENOUNCED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR ITS TERRITORIES OR POSSESSIONS, ANY OF THE SPECIFIED TERRITORIES OR IN ANY OTHER COUNTRY, TERRITORY OR POSSESSION WHERE TO DO SO MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PERSONS WHO COME INTO POSSESSION OF THIS DOCUMENT AND/OR ANY OTHER PROSPECTUS DOCUMENTS SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.

除若干例外情況外，本暫定配額通知書及隨附之額外申請表格均不得於指定地區內派發。本暫定配額通知書、額外申請表格、未繳股款供股股份及供股股份並無及將不會根據美國證券法或美國任何州份之適用證券法例或任何指定地區的證券法登記。除若干例外情況 外，本暫定配額通知書、未繳股款供股股份及供股股份均不得直接或間接在美國或其領土或屬地、任何指定地區或在進行相關要約、出售、接納、放棄或交付屬違反當地證券法或法規的任何其他國家、領土或屬地內進行要約、出售、接納、放棄或交付。獲得本文件及╱或 任何其他章程文件者應自行了解及遵守任何有關限制。

Branch Share Registrar in Hong Kong:

Tricor Progressive Limited

Level 22

Hopewell Centre 183 Queen’s Road East Hong Kong 香港股份過戶登記分處： 卓佳廣進有限公司 香港皇后大道東 183 號 合和中心 22 樓

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)

（於開曼群島註冊成立之有限公司）

(Stock Code: 269) （股份代號：269）

RIGHTS ISSUE ON THE BASIS OF FOUR (4) RIGHTS SHARE FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE AT HK$0.20 PER RIGHTS SHARE PAYABLE IN FULL ON ACCEPTANCE BY NO LATER THAN 4:00 P.M. ON TUESDAY, 1 DECEMBER 2015 按於記錄日期每持有一 (1) 股股份獲發四 (4) 股供股股份 之比例以每股供股股份 0.20 港元發行供股股份股款須於接納時

（不遲於二零一五年十二月一日（星期二）下午四時正）繳足

PROVISIONAL ALLOTMENT LETTER 暫定配額通知書

Registered office: 註冊辦事處： Sterling Trust (Cayman) Limited Caledonian Road 69 Dr. Roy’s Drive P.O. Box 1043 Grand Cayman KY1-1102, Cayman Islands Principal place of business in Hong Kong Room 1801-07, 18/F. China Resources Building 26 Harbour Road, Wan Chai Hong Kong 香港主要營業地點： 香港 灣仔 港灣道 26 號 華潤大廈 18 樓 1801 至 1807 17 November 2015 二零一五年十一月十七日

Name(s) and address of the Qualifying Shareholder(s) 合資格股東姓名及地址

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Number of Shares registered in your name(s) on Monday, 16 November 2015:
於二零一五年十一月十六日（星期一）登記於 閣下名下之股份數目：
Box A
甲欄
Number of Rights Shares provisionally allotted to you subject to payment in full on acceptance by not later than 4:00 p.m.
on Tuesday, 1 December 2015:
可供 閣下申請之供股股份暫定配額數目，股款須於接納時（不遲於二零一五年十二月一日（星期二）下午四時正）繳足：
Box B
乙欄
Total subscription money payable
應付認購款項總額
Box C
丙欄
HK$
港元
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Contact telephone no.:

聯絡電話號碼：

Dealings in Rights Shares in their nil-paid form will take place from Thursday, 19 November 2015 to Thursday, 26 November 2015 (both days inclusive). If the conditions of the Rights Issue are not fulfilled (or waived) on or before

4:00 p.m. on Friday, 4 December 2015 (or such later date as the Underwriters may agree), the Rights Issue will not proceed.

未繳股款供股股份將於二零一五年十一月十九日（星期四）至二零一五年十一月二十六日（星期四）（首尾兩日包括在內）期間買賣。倘供股之條件未能於二零一五年十二月四日（星期五）下午四時正或

之前（包銷商可能決定之較後日期）獲達成（或豁免），則供股不會進行。

Any persons contemplating buying or selling Shares from now up to the date on which the conditions of the Rights Issue are fulfilled (or waived), and any dealings in Rights Shares in their nil-paid form between Thursday, 19 November 2015 to Thursday, 26 November 2015 (both days inclusive), bear the risk that the Rights Issue may not become unconditional and/or may not proceed.

任何擬於即日起至供股條件獲達成（或豁免）當日止期間購買或出售股份之人士，以及任何於二零一五年十一月十九日（星期四）至二零一五年十一月二十六日（星期四）（首尾兩日包括在內）止期間買 賣未繳股款供股股份之人士，均須承擔供股或未能成為無條件及╱或不一定進行之風險。

Shareholders and potential investors should therefore exercise caution when dealing in the Shares and/or the nil-paid Rights Shares, and if they are in any doubt about their position, they are recommended to consult their professional

advisers.

因此，股東及有意投資人士買賣股份及╱或未繳股款供股股份時，務請審慎行事，如對其情況有任何疑問，應諮詢本身之專業顧問。

It should be noted that the Underwriting Agreement contains provisions granting the Underwriters the right to terminate the Underwriting Agreement at any time prior to the Latest Time for Termination on the occurrence of certain events, which have been set out in the sub-section headed “Termination of the Underwriting Agreement” under the section headed “Rights Issue” in the letter from the Board set out in the Prospectus. If the Underwriting Agreement is terminated by the Underwriters or does not become unconditional, the Rights Issue will not proceed.

務請注意，包銷協議載有條款，授予包銷商權利於發生若干事件時在最後終止時間前任何時間終止包銷協議，有關事件載於章程董事會函件內「供股」一節項下「終止包銷協議」分節。倘包銷協議 由包銷商終止或未能成為無條件，供股將不會進行。

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)

17 November 2015

Dear Qualifying Shareholder(s), INTRODUCTION In accordance with the terms set out in the Prospectus accompanying this PAL, the Directors have provisionally allotted to you Rights Shares on the basis of Four (4) Rights Share for every one (1) Shares held and registered in your name(s) on Monday, 16 November 2015. Your holding of Shares as at Monday, 16 November 2015 is set out in Box A and the number of Rights Shares provisionally allotted to you is set out in Box B. Terms defined in the Prospectus have the same meanings herein unless the context requires otherwise. The Rights Shares, when allotted, issued and fully paid, will rank pari passu with the then existing Shares in issue on the date of allotment of the Rights Shares in all respects. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions, the record dates of which are on or after the date of allotment and issue of the Rights Shares in their fully-paid form.

The Prospectus and the related application forms have not been and will not be registered or filed under any applicable securities or equivalent legislation of any jurisdictions other than Hong Kong.

No action has been taken to permit the offering of the Rights Shares, or the distribution of the Prospectus or any of the related application forms, in any territory or jurisdiction outside Hong Kong. Accordingly, no person receiving a copy of the Prospectus or any of the related application forms in any territory or jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements. It is the responsibility of any person (including but without limitation to nominee, agent and trustee) receiving a copy of the Prospectus or any of the related application forms outside Hong Kong and wishing to take up the Rights Shares under the Prospectus to satisfy himself/herself/itself as to the full observance of the laws of the relevant territory including the obtaining of any governmental or other consents for observing any other formalities which may be required in such territory or jurisdiction, and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith. Any acceptance by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been complied with. If you are in any doubt as to your position, you should consult your professional advisers.

PROCEDURE FOR APPLICATION AND PAYMENT To take up your provisional entitlement in full you must lodge the whole of this PAL intact with the Branch Share Registrar, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with a remittance for the full amount payable on acceptance, as set out in Box C, so as to be received by the Branch Share Registrar not later than 4:00 p.m. on Tuesday, 1 December 2015 (or, under bad weather conditions, such later time and/or date as mentioned in the paragraph headed “Effect of bad weather” below). All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “ China Resources and Transportation Group Limited – PAL ” and crossed “ ACCOUNT PAYEE ONLY ”. Such payment will constitute acceptance of the terms of this PAL and the Prospectus and subject to the memorandum and articles of association of the Company. No receipt will be issued for sums received on application. Share certificate(s) for any Rights Shares in respect of which the application is accepted will be sent to the Qualifying Shareholders, and in the case of joint Qualifying Shareholders, to the first-named Qualifying Shareholders, by ordinary post at their own risk at the address stated overleaf on or before Wednesday, 9 December 2015. It should be noted that unless this PAL, together with the appropriate remittance for the amount shown in Box C, has been lodged as described above by not later than 4:00 p.m. on Tuesday, 1 December 2015 (or, under bad weather conditions, such later time and/or date as mentioned in the paragraph headed “Effect of bad weather” below), this PAL and all rights hereunder will be deemed to have been declined and the relevant Rights Shares will be cancelled. The Company may (at its sole discretion but without obligation) treat a PAL (lodged as mentioned above) as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage. APPLICATION FOR EXCESS RIGHTS SHARES Qualifying Shareholders will be entitled to apply, by way of excess application, for (i) any unsold Rights Shares which would have been allotted to Non-Qualifying Shareholders had they been Qualifying Shareholders; (ii) any Rights Shares provisionally allotted but not validly accepted by the Qualifying Shareholders or otherwise subscribed for by renouncees or transferees of nil-paid Rights Shares; and (iii) any unsold Rights Shares created by adding together fractions of the Rights Shares. Application for excess Rights Shares should be made by completing and signing the EAF enclosed with the Prospectus for excess Rights Shares and lodging the same with a separate remittance for the full amount payable in respect of the excess Rights Shares applied for in accordance with the instructions printed thereon, with the Branch Share Registrar, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by not later than 4:00 p.m. on Tuesday, 1 December 2015. All remittances must be made in Hong Kong dollars and cheques must be drawn on an account with, or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “ China Resources and Transportation Group Limited – EAF ” and crossed “ ACCOUNT PAYEE ONLY ”. The Branch Share Registrar will notify the Qualifying Shareholders of any allotment of the excess Rights Shares made to them.

TRANSFER If you wish to transfer all of your rights to subscribe for the Rights Shares provisionally allotted to you hereunder, you must complete and sign the form of transfer and nomination (Form B) and hand this PAL to the person(s) to or through whom you are transferring your rights. The transferee(s) must then complete and sign the registration application form (Form C) and lodge this PAL intact together with a remittance for the full amount payable on acceptance as set out in Box C with the Branch Share Registrar, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, so as to be received by no later than 4:00 p.m. on Tuesday, 1 December 2015. It should be noted that Hong Kong stamp duty of HK$5.00 and Ad Valorem stamp duty are payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares and the acceptance by the transferee(s) of such rights. The Company reserves the right to refuse to register any transfer in favour of any person in respect of which the Company believes such transfer may violate applicable legal or regulatory requirements. SPLITTING If you wish to accept only part of your provisional allotment or transfer part of your rights to subscribe for the Rights Shares provisionally allotted hereunder, or to transfer your rights to more than one person, the original PAL must be surrendered and lodged for cancellation together with a covering letter stating clearly the number of split PALs required and the number of nil-paid Rights Shares to be comprised in each split PAL (which, in aggregate, should be equal to the number of Rights Shares provisionally allotted to such holder as stated in Box B of the original PAL), by no later than 4:30 p.m. on Monday, 23 November 2015 with the Branch Share Registrar, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, who will cancel the original PAL and issue new PALs in the denominations required, which will be available for collection at the Branch Share Registrar after 9:00 a.m. on the second Business Day after your surrender of the original PAL.

EFFECT OF BAD WEATHER The latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will not take place if there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Acceptance Date, in such case the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; or (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Acceptance Date, in such case the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. If the latest time for acceptance and payment for the Rights Shares and for application and payment for excess Rights Shares do not take place on the currently scheduled date for the Latest Acceptance Date, the dates mentioned in this PAL may be affected. The Company will notify Shareholders by way of announcements of any changes to the expected timetable as soon as practicable.

TERMINATION OF THE UNDERWRITING AGREEMENT It should be noted that the Underwriting Agreement contains provisions granting the Underwriters the right to terminate the Underwriting Agreement at any time prior to the Latest Time for Termination on the occurrence of certain events, which have been set out in the subsection headed “Termination of the Underwriting Agreement” under the section headed “Rights Issue” in the letter from the Board set out in the Prospectus. If the Underwriting Agreement is terminated by the Underwriters or does not become unconditional, the Rights Issue will not proceed. WARNING OF THE RISK OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

It should be noted that the Shares have been dealt in on an ex-rights basis since Friday, 6 November 2015. Dealings in the Rights Shares in their nil-paid form will take place from Thursday, 19 November 2015 to Thursday, 26 November 2015 (both days inclusive). If the conditions of the Rights Issue are not fulfilled (or waived) on or before 4:00 p.m. on Friday, 4 December 2015 (or such later date as the Underwriters may agree), the Rights Issue will not proceed. Any persons contemplating buying or selling Shares from now up to the date on which the conditions of the Rights Issue are fulfilled (or waived), and any dealings in the Rights Shares in their nil-paid form between Thursday, 19 November 2015 to Thursday, 26 November 2015 (both days inclusive), bear the risk that the Rights Issue may not become unconditional and/or may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares and/or the nil-paid Rights Shares, and if they are in any doubt about their position, they are recommended to consult their professional advisers.

CHEQUES AND BANKER’S CASHIER ORDERS All cheques and banker’s cashier orders will be presented for payment upon receipt and all interests earned on such monies (if any) will be retained for the benefit of the Company. Completion and lodgement of this PAL together with a cheque or banker’s cashier order in payment of the Rights Shares applied for will constitute a warranty that the cheque or banker’s cashier order will be honoured upon first presentation. If any cheque or banker’s cashier order is not honoured upon first presentation, without prejudice to the other rights of the Company, this PAL is liable to be rejected, and in that event your assured entitlement and all rights thereunder will be deemed to have been declined and will be cancelled. CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUES It is expected that certificates for the fully-paid Rights Shares will be despatched by ordinary post to those entitled thereto to their registered addresses at their own risk on or before Wednesday, 9 December 2015. One share certificate will be issued for all the Rights Shares allotted to an applicant. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be sent by ordinary post on or around Wednesday, 9 December 2015 to the applicants at their own risk. QUALIFYING SHAREHOLDERS AND NON-QUALIFYING SHAREHOLDERS

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company on the Record Date and must not be a Non-Qualifying Shareholder.

Non-Qualifying Shareholders are Overseas Shareholders and Shareholders or Beneficial Owners who are otherwise known by the Company to be residents in places outside Hong Kong and to whom the Directors, based on enquiries made by the Directors, consider it necessary or expedient to exclude from the Rights Issue, on account either of the legal restrictions under the laws of the relevant places or the requirements of the relevant regulatory body or stock exchange in those places. The Rights Issue has not been, and will not be, extended to the Non-Qualifying Shareholders. For the purposes of the Rights Issue, the Non-Qualifying Shareholders are:

(1) Shareholders whose name(s) appeared in the register of members of the Company at the close of business on the Record Date and whose address(es) as shown in such register is/are in any of the Specified Territories, except for those Shareholders in the Accepted Jurisdictions or those Shareholders who fulfil, to the satisfaction of the Company, the relevant requirements specified in the section headed “Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares to subscribe for the Rights Shares under the Rights Issue” below; and (2) any Shareholder(s) or Beneficial Owner(s) at that time who is/are otherwise known by the Company to be resident(s) in any of the Specified Territories (other than the Accepted Jurisdictions), except for those Shareholders or Beneficial Owners who fulfil, to the satisfaction of the Company, the relevant requirements specified in the section headed “Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares to subscribe for the Rights Shares under the Rights Issue” below.

Notwithstanding any other provision in the Prospectus Documents, the Company reserves the right to permit any Shareholder or Beneficial Owner (including a Shareholder or Beneficial Owner in any of the Specified Territories) to participate in the Rights Issue and take up his/her/its entitlement to Rights Shares if the Company, in its absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations or requirements giving rise to the restrictions in question. The Company also reserves the right to refuse to accept any application for Rights Shares where it believes that doing so would violate the applicable securities or other laws or regulations of any jurisdiction. The Company may treat as invalid any acceptance or purported acceptance of the allotment of Rights Shares comprised in, or transfer or purported transfer of, a PAL if it: (a) appears to the Company to have been executed in, or despatched from, any of the Specified Territories and the acceptance may involve a breach of the laws of the relevant places or Specified Territories, or the acceptance is otherwise in a manner which may involve a breach of the laws or other regulatory requirements of any jurisdiction, or if it or its agents believe the same may violate any applicable legal or regulatory requirements; (b) provides an address in any of the Specified Territories for delivery of definitive share certificates for Rights Shares or provides an address for delivery of definitive share certificates in any other jurisdiction outside Hong Kong in which it would violate any applicable legal or regulatory requirements to deliver such certificates; or (c) purports to exclude the representation and/or warranty required by the paragraph immediately above. Any Beneficial Owner holding interests in Shares through CCASS and any CCASS Participant who instructs its Intermediary to make an acceptance and/or transfer in accordance with the procedures set out above represents and warrants to the Company that, except where proof has been provided to the satisfaction of the Company that such person’s acceptance will not result in the contravention of any applicable legal or regulatory requirements in any jurisdiction: (i) such person is not accepting and/or renouncing the PAL, or requesting registration of the nil-paid Rights Shares or the Rights Shares from within any of the Specified Territories, (ii) such person is not in any of the Specified Territories or in any territory in which it may otherwise violate any applicable legal or regulatory requirements to make or accept an offer to acquire Rights Shares; (iii) such person is not acting on a non-discretionary basis for a person located within any of the Specified Territories at the time the instruction to accept was given; and (iv) such person is not acquiring Rights Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Rights Shares into any of the Specified Territories. For the avoidance of doubt, HKSCC Nominees Limited, who subscribes for the Rights Shares on behalf of CCASS Participants, is not subject to the above representations and warranties.

Receipt of any of the Prospectus Documents or the crediting of nil-paid Rights Shares to a stock account in CCASS does not and will not constitute an offer in those jurisdictions where the Directors, based on enquiries made by the Directors, consider it necessary or expedient not to extend the Rights Issue or in any territory in which it would be unlawful to extend the Rights Issue, and, in those circumstances, the Prospectus Documents must be treated as sent for information only and should not be copied or redistributed. Any person (including, without limitation, any agent, custodian, nominee and trustee) who receives a copy of the Prospectus and/or a PAL and/or an EAF or whose stock account in CCASS is credited with nil-paid Rights Shares should not, in connection with the Rights Issue, distribute or send the same in, into or from, or transfer nil-paid Rights Shares to any person in any of the Specified Territories or any territory in which it would be unlawful to extend the Rights Issue. If any Prospectus Document is received by, or any nil-paid Rights Shares are credited to the stock account in CCASS of, any person in any such territory or his/her agent or nominee, he/she should not take up such nil-paid Rights Shares or transfer the PAL (or apply for any excess Rights Shares under the EAF) or transfer such nil-paid Rights Shares in CCASS (if applicable) unless such person is able to demonstrate to the satisfaction of the Company or the Company determines at its absolute discretion that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, any custodian, nominee and trustee) who distributes or forwards the Prospectus and/or a PAL and/or an EAF in, into or from any of the Specified Territories (whether under a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this section.

LIMITED CATEGORIES OF PERSONS IN THE SPECIFIED TERRITORIES WHO MAY BE ABLE TO TAKE UP THEIR NIL-PAID RIGHTS SHARES TO SUBSCRIBE FOR THE RIGHTS SHARES UNDER THE RIGHTS ISSUE

Notwithstanding what is said in the section headed “Qualifying Shareholders and Non-Qualifying Shareholders” above, the following limited categories of persons in the Specified Territories may be able to take up their rights under the Rights Issue:

• (1) Shareholders and Beneficial Owners in the United States are generally Non-Qualifying Shareholders. However, Shareholders and Beneficial Owners in the United States whom the Company reasonably believes are QIBs may be able to take up their nil-paid Rights Shares and subscribe for Rights Shares being offered in the Rights Issue in transactions exempt from registration requirements under the U.S. Securities Act, provided that they fulfil the relevant requirements to the satisfaction of the Company; and

(2) the Company reserves the absolute discretion in determining whether to allow any participations in the Rights Issue as well as the identity of the persons who may be allowed to participate in any of the Specified Territories. Shareholders and Beneficial Owners in any of the Specified Territories may still participate in the Rights Issue, subject to the Company’s absolute discretion, provided that such Shareholders and Beneficial Owners are able to provide the Company with evidence, to the Company’s satisfaction, that they fulfill the relevant requirements in the relevant jurisdiction(s). For Beneficial Owners in any of the Specified Territories who want to participate in the Rights Issue, please contact your intermediary to make the necessary arrangements.

REPRESENTATIONS AND WARRANTIES

By completing, signing and submitting this PAL, each subscriber of Rights Shares hereby represents and warrants to each of the Company and the Underwriters and to any person acting on their behalf, unless, in their sole discretion, the Company and the Underwriters waive such requirement expressly in writing that:

• (1) he/she/it was a Shareholder as at the Record Date, or he/she/it lawfully acquired or may lawfully acquire the nil-paid Rights Shares, directly or indirectly, from such a person;

• (2) he/she/it may lawfully be offered, take up, exercise, obtain, subscribe for and receive the nil-paid Rights Shares and/or the Rights Shares in the jurisdiction in which he/she/it resides or is currently located;

• (3) subject to certain exceptions, he/she/it is not resident or located in, or a citizen of, the United States or any other Specified Territory;

• (4) subject to certain exceptions, he/she/it is not accepting an offer to acquire, take up or exercise the nil-paid Rights Shares or subscribe for or accept Rights Shares on a non-discretionary basis for a person who is resident or located in, or a citizen of, the United States at the time the instruction to accept was given;

• (5) he/she/it is not doing so for the account of any person who is located in the United States, unless:

• (a) the instruction to acquire or take up the nil-paid Rights Shares or to subscribe for or accept Rights Shares was received from a person outside the United States; and

• (b) the person giving such instruction has confirmed that it (i) has the authority to give such instruction, and (ii) either (x) has investment discretion over such account or (y) is an investment manager or investment company that is acquiring the Rights Shares in an “offshore transaction” within the meaning of Regulation S under the U.S. Securities Act;

• (6) he/she/it is acquiring the nil-paid Rights Shares and/or the Rights Shares in an “offshore transaction” as defined in Regulation S under the U.S. Securities Act;

• (7) he/she/it has not been offered the Rights Shares by means of any “directed selling efforts” as defined in Regulation S under the U.S. Securities Act;

• (8) he/she/it is not acquiring or taking up the nil-paid Rights Shares or subscribing for or accepting Rights Shares with a view to the offer, sale, transfer, delivery or distribution, directly or indirectly, of such nil-paid Rights Shares or Rights Shares into the United States or any other Specified Territory; and

• (9) he/she/it understands that neither the nil-paid Rights Shares nor the Rights Shares have been or will be registered under the U.S. Securities Act or with any securities regulatory authority of any state, territory, or possession of the United States and the nil-paid Rights Shares and the Rights Shares are being distributed and offered outside the United States in reliance on Regulation S under the U.S. Securities Act. Consequently he/she/it understands the nil-paid Rights Shares and the Rights Shares may not be offered, sold, pledged or otherwise transferred in or into the United States, except in reliance on an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act.

For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the above representations and warranties. Notwithstanding the representations above, the Company may offer the nil-paid Rights Shares or the Rights Shares in the United States to persons whom the Company reasonably believes to be QIBs in transactions exempt from the registration requirements under the U.S. Securities Act, provided that such persons fulfil the relevant requirements to the satisfaction of the Company.

GENERAL

Lodgement of a PAL purporting to have been signed by the person(s) in whose favour it has been issued shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive split provisional letters of allotment and/or certificates for the Rights Shares. All documents, including cheques for the amounts due, will be sent by ordinary post at the risk of the persons entitled thereto to their registered addresses.

The terms and conditions relating to application for the Rights Shares as contained in the Prospectus shall apply. This PAL and any application for the Rights Shares pursuant to it shall be governed by, and construed in accordance with, the laws of Hong Kong. Copies of the Prospectus giving details of the Rights Issue are available at the Branch Share Registrar, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, during normal business hour until Tuesday, 1 December 2015.

PERSONAL DATA COLLECTION – PAL

By completing, signing and submitting the forms accompanying this PAL, you agree to disclose to the Company, the Hong Kong Branch Share Registrar and/or their respective advisers and agents personal data and any information which they require about you or the person(s) for whose benefit you have made the acceptance of the provisional allotment of Rights Shares. The Personal Data (Privacy) Ordinance provides the holders of securities with rights to ascertain whether the Company or the Hong Kong Branch Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. In accordance with the Personal Data (Privacy) Ordinance, the Company and the Hong Kong Branch Share Registrar have the right to charge a reasonable fee for the processing of any data access request. All requests for access to data or correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Company, at its principal place of business in Room 1801-07, 18/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong or as notified from time to time in accordance with applicable law, for the attention of the Company Secretary or (as the case may be) the Hong Kong Branch Share Registrar at its address set out above.

For and on behalf of the Board China Resources and Transportation Group Limited Cao Zhong Chairman

IN THE EVENT OF A TRANSFER OF RIGHTS, HONG KONG AD VALOREM STAMP DUTY IS PAYABLE ON EACH SALE AND EACH PURCHASE. A GIFT OR A TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO HONG KONG AD VALOREM STAMP DUTY. EVIDENCE OF PAYMENT OF HONG KONG AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF ANY TRANSFER OF THE RIGHTS TO SUBSCRIBE FOR THE RIGHTS SHARE(S) REPRESENTED BY THIS DOCUMENT. 在轉讓權利時，每宗出售及購買均須繳納香港從價印花稅。餽贈或以出售以外方式轉讓實益擁有之權益亦須繳納香港從價印花稅。在登記認購本文件所指之任何供 股股份之權利之任何轉讓之前，須出示已繳納香港從價印花稅之證明。

FORM OF TRANSFER AND NOMINATION

Form B

表格乙

轉讓及提名表格

(To be completed and signed only by the Qualifying Shareholder(s) who wish(es) to transfer all of his/her/its/their right(s) to subscribe for the Rights Shares comprised herein)

（僅供擬將其╱彼等於本表格所列認購供股股份之權利全數轉讓之合資格股東填寫及簽署）

To the Directors

China Resources and Transportation Group Limited

致： 中國資源交通集團有限公司

列位董事

Dear Sirs and Madam,

I/We, as the Qualifying Shareholder(s), hereby transfer all of my/our rights to subscribe for the Rights Shares comprised in this PAL to the person(s) accepting the same and signing the registration application form (Form C) below.

敬啟者：

本人╱吾等，作為合資格股東，茲將本暫定配額通知書所列本人╱吾等可認購供股股份之權利全數轉讓予接納此權利並簽署以下登記申請表格（表格丙）之人士。

Signature(s) of Shareholder(s) (all joint Shareholders must sign) 股東簽署（所有聯名股東均須簽署）

Note: Hong Kong stamp duty of HK$5.00 and Ad Valorem stamp duty are payable in connection with the transfer of your rights to subscribe for the Rights Shares.

附註： 轉讓 閣下可認購供股股份之權利須繳納 5.00 港元之香港印花稅及從價印花稅。

Date 日期：

REGISTRATION APPLICATION FORM

Form C

表格丙

登記申請表格

(To be completed and signed only by the person(s) to whom the rights to subscribe for the Rights Shares have been transferred) （僅供承讓認購供股股份權利之人士填寫及簽署）

To the Directors

China Resources and Transportation Group Limited

致： 中國資源交通集團有限公司

列位董事

Dear Sirs and Madam,

I/We request you to register the number of Rights Shares mentioned in Box B of Form A in my/our name(s) and I/we agree to accept the same on the terms embodied in this PAL and the Prospectus and subject to the memorandum and articles of association of the Company.

敬啟者：

本人╱吾等謹請 閣下將表格甲內乙欄所列供股股份數目以本人╱吾等名義登記，本人╱吾等同意按照本暫定配額通知書及章程所載之條款，並在 貴公 司組織章程大綱及細則之規限下接納該等股份。

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Existing Shareholder(s)
Please mark“X”in this box
現有股東請於欄內填上「X」號
To be completed in BLOCK LETTERS in ENGLISH . Joint applicants should give one address only.
請用 英文大楷 填寫。聯名申請人只須填報一個地址。
Name in English Family name/Company name 姓氏╱公司名稱 Other names 名字 Name in Chinese
英文姓名 中文姓名
Name continuation and/or names of
joint applicants (if applicable)
續姓名及╱或聯名申請人姓名
（如適用）
Address
(joint applicants should give one
address only)
地址
（聯名申請人只須填報一個
地址）
Occupation Telephone no.
職業 電話號碼
Dividend instructions 派息指示
Bank account no. 銀行戶口號碼
Name and address of bank
銀行名稱及地址 Account type 賬戶類別 For office use only 公司專用
1. 2. 3. 4.
Signature(s) of applicant(s) (all joint applicants must sign)
申請人簽署（所有聯名申請人均須簽署）
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Date 日期：

Note: Hong Kong stamp duty of HK$5.00 and Ad Valorem stamp duty are payable in connection with the acceptance of the rights to subscribe for the Rights Shares. 附註：閣下接納可認購供股股份之權利須繳納 5.00 港元之香港印花稅及從價印花稅。