Central Development Holdings Limited — Capital/Financing Update 2015

Nov 6, 2015

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 purpose 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)

ADJUSTMENTS TO CONVERSION PRICE AND NUMBER OF CONVERSION SHARES OF CONVERTIBLE BONDS AND SUBSCRIPTION PRICE AND NUMBER OF SUBSCRIPTION SHARES OF WARRANTS AND EXERCISE PRICE AND NUMBER OF OPTION SHARES OF SHARE OPTIONS UNDER THE SHARE OPTION SCHEME

Pursuant to the terms and conditions of the instruments constituting the Convertible Bonds and the Warrants, and terms and conditions of the Share Option Scheme of the Company, the conversion price and the number of conversion shares of the Convertible Bonds, the subscription price and the number of subscription shares of the Warrants and the exercise price and the number of option shares of the Share Options have been adjusted following the completion of the Share Consolidation on 5 November 2015.

Subject to the conditions of the Rights Issue as detailed in the Circular have been fulfilled or waived, the conversion price and the number of conversion shares of the Convertible Bonds and the exercise price and the number of option shares of the Share Options will be further adjusted upon the allotment and issue of the Rights Shares which is scheduled to be on 9 December 2015.

Details of the Adjustments are set out in this announcement.

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Reference is made to the announcements (the “ Announcements ”) of China Resources and Transportation Group Limited (the “ Company ”) (i) dated 28 November 2014 in relation to the issue of the convertible bonds (the “ Convertible Bonds ”) in the aggregate principal amount of HK$3,192,000,000 conferring rights to convert to up to 15,960,000,000 shares of HK$0.01 each (“ Old Shares ”) at a conversion price of HK$0.2 per Old Share; (ii) dated 20 December 2012 in relation to the non-listed warrants (the “ Warrants ”) issued by the Company on 19 April 2013 which entitle the holder thereof to subscribe for up to 2,000,000,000 Old Shares at a subscription price of HK$0.48 per Old Share; (iii) dated 16 October 2013 in relation to the grant of share options (the “ Share Options ”) of which 346,500,000 share options are outstanding as at the date of this announcement which may be exercised at HK$0.45 per Old Share and (iv) dated 29 September 2015 in relation to the proposed share consolidation on the basis of every twenty issued and unissued existing shares into one consolidated share (the “ Share Consolidation ”) and the proposed rights issue on the basis of four rights shares for every one consolidated share held on the record date (the “ Rights Issue ”). Reference is also made to the circular (the “ Circular ”) of the Company dated 19 October 2015 in relation to the Share Consolidation and the Rights Issue. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Announcements and the Circular.

ADJUSTMENTS TO THE CONVERSION PRICE AND NUMBER OF CONVERSION SHARES OF THE CONVERTIBLE BONDS, THE SUBSCRIPTION PRICE AND NUMBER OF SUBSCRIPTION SHARES OF WARRANTS AND THE EXERCISE PRICE AND NUMBER OF OPTION SHARES OF SHARE OPTIONS UNDER THE SHARE OPTION SCHEME

Pursuant to the terms and conditions of the instruments constituting the Convertible Bonds, the Warrants and the terms and conditions of the Share Option Scheme, the conversion price and the number of conversion shares of the Convertible Bonds, the subscription price and the number of subscription shares of the Warrants, and the exercise price and the number of option shares of the Share Options should be adjusted as a result of the completion of (i)

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the Share Consolidation; and (ii) the Rights Issue (assuming the Rights Issue will become unconditional on 4 December 2015) (the “ Adjustments ”). Details of the Adjustments are set out below:

	he Share Consolidation; and (ii) the Rights Issue (assuming the Rights Issue will become	he Share Consolidation; and (ii) the Rights Issue (assuming the Rights Issue will become
	nconditional on 4 December 2015) (the “Adjustments”). Details of the Adjustments are setut below:Before completion ofAfter completion ofAfter completion of
CWS	Before completion ofAfter completion ofAfter completion of
	the Share Consolidationthe Share Consolidation(Note (i))the Rights Issue(Note (ii))PrevailingconversionpriceNumber ofconversionshares ofHK$0.01 eachAdjustedconversionpriceNumber ofconversionshares ofHK$0.20 eachAdjustedconversionpriceNumber ofconversionshares ofHK$0.20 eachonvertible BondsHK$0.2015,960,000,000HK$4.0798,000,000HK$1.072,983,177,568PrevailingsubscriptionpriceNumber ofsubscriptionsharesAdjustedsubscriptionpriceNumber ofsubscriptionsharesAdjustedsubscriptionpriceNumber ofsubscriptionsharesarrantsHK$0.482,000,000,000HK$9.6100,000,000No adjustmentNo adjustmentPrevailingexercise priceNumber ofoption sharesAdjustedexercise priceNumber ofoption sharesAdjustedexercise priceNumber ofoption shareshare OptionsHK$0.45346,500,000HK$9.017,325,000HK$4.0538,499,990

Notes:

• (i) The above adjustments have become effective upon the completion of Share Consolidation on 5 November 2015.

• (ii) Subject to the conditions of the Rights Issue as detailed in the Circular having been fulfilled or waived, the above adjustments will become effective upon the allotment and issue of the Rights Shares which is expected to be on 9 December 2015. It should be noted that the Rights Issue may or may not become unconditional or may or may not proceed.

Save as the above Adjustments, all other terms and conditions of the Convertible Bonds, Warrants and Share Options remain unchanged.

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The Company’s auditors, BDO Limited had performed certain factual finding procedures on the Adjustments in accordance with Hong Kong Standard on Related Services 4400 “Engagements to Perform Agreed-Upon Procedures Regarding Financial Information” issued by the Hong Kong Institute of Certified Public Accountants and issued a report of factual findings to the Board stating that the computation of each of the Adjustments is mathematically accurate and is in compliance with the terms and conditions of the instruments constituting the Convertible Bonds, the Warrants and terms and conditions of the Share Option Scheme.

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

Hong Kong, 6 November 2015

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

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