Central Development Holdings Limited — Capital/Financing Update 2015

Feb 10, 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.

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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)

COMPLETION OF ISSUE OF CONVERTIBLE BONDS AND

ADJUSTMENT TO CONVERSION PRICE OF THE 2015 CONVERTIBLE BONDS

Financial Adviser to the Company

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References are made to the announcement (the “ Announcement ”) and circular of China Resources and Transportation Group Limited (the “ Company ”) dated 28 November 2014 and 9 January 2015 respectively in relation to the issue of Convertible Bonds by the Company, and the announcement and circular of the Company dated 14 June 2013 and 30 July 2013 respectively in relation to the issue of 2015 Convertible Bonds by the Company. Capitalised terms used herein have the same meaning as those defined in the Announcement, unless otherwise defined herein.

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COMPLETION OF ISSUE OF CONVERTIBLE BONDS

The Board is pleased to announce that the issue of the Convertible Bonds was completed on 10 February 2015 in accordance with the respective CB Subscription Agreements.

ADJUSTMENT TO CONVERSION PRICE OF THE 2015 CONVERTIBLE BONDS

As announced in the Announcement, the Conversion Price of the Convertible Bonds is HK$0.20 per Share. Pursuant to the terms and conditions (the “ CB Terms and Conditions ”) of the subscription agreements dated 14 June 2013 entered into between the Company and each of the subscribers of the 2015 Convertible Bonds, if the Conversion Price of the Convertible Bonds is less than 90% of the Current Market Price per Share on 27 November 2014, being the last trading day preceding the date of the Announcement, the conversion price per Share of the 2015 Convertible Bonds shall be adjusted according to the CB Terms and Conditions from HK$0.32 to HK$0.30 effective from 10 February 2015, being the date of completion of issue of the Convertible Bonds (the “ Adjustment ”). The Company’s auditor, BDO Limited, had performed certain factual finding procedures on the Adjustment 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. The auditor had issued a report of factual findings to the Board stating that the computation of the Adjustment is mathematically accurate and is in compliance with the CB Terms and Conditions. Apart from the Adjustment, there is no change in the CB Terms and Conditions.

The conversion price of the 2015 Convertible Bonds, 2016 Convertible Bonds and 2017 Convertible Bonds held by the CB Subscribers who subscribed for the Convertible Bonds will not be adjusted, since those CB Subscribers’ obligation to pay to the Company for the subscription of their respective Convertible Bonds has been satisfied by setting-off against the principal amount of the respective 2015 Convertible Bonds, 2016 Convertible Bonds and 2017 Convertible Bonds held by those CB Subscribers. Upon completion of the issue of the Convertible Bonds, HK$992 million in the principal amount of the 2015 Convertible Bonds, all the 2016 Convertible Bonds, and all the 2017 Convertible Bonds have been set-off against the subscription of the Convertible Bonds, and HK$1,592 million in the principal amount of the 2015 Convertible Bonds remains outstanding.

As at the date of this announcement, the total number of the issued Shares of the Company is 27,009,583,895 Shares, and none of the 2015 Convertible Bonds has been converted into conversion shares. Following the Adjustment, the number of conversion shares issuable by the Company upon full conversion of the remaining 2015 Convertible Bonds will increase by 331,666,666 Shares and the maximum number of conversion shares to be issued by the Company upon full conversion of the remaining 2015 Convertible Bonds will become

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5,306,666,666 Shares. Such conversion shares will be issued and allotted pursuant to the specific mandate granted by the Shareholders to the Directors in the extraordinary general meeting of the Company held on 26 August 2013.

Holders of the 2015 Convertible Bonds who are in any doubt as to the action to be taken should consult their stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

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

Hong Kong, 10 February 2015

As at the date of this announcement, the Board comprises five executive Directors, namely Messrs Cao Zhong, Fung Tsun Pong, Duan Jingquan, Tsang Kam Ching, David and Gao Zhiping; a non-executive Director namely 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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