Central Development Holdings Limited — Capital/Financing Update 2015

Nov 2, 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

ZHONG FA ZHAN HOLDINGS LIMITED 中發展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 475)

FURTHER PROGRESS UPDATE IN RELATION TO THE ISSUE OF SHARES AND WARRANTS UNDER SPECIFIC MANDATE

References are made to the circular of Zhong Fa Zhan Holdings Limited (the “ Company ”) dated 13 August 2015 (the “ Circular ”) and the announcements of the Company dated 30 September 2015, 4 October 2015 and 19 October 2015 (collectively, the “ Announcements ”) in relation to, among others, the Subscriptions. Unless otherwise expressly indicated, the capitalised terms used herein shall have the same meanings as ascribed thereto in the Circular and the Announcements.

FURTHER PROGRESS UPDATE IN RELATION TO THE SUBSCRIPTIONS

Following the fulfillment of all the conditions precedent to each of the Subscription Agreements, the completion of each of the Investor C Subscription and the Investor F Subscription on 30 September 2015, the Suncool Subscription Completion on 2 October 2015 and the completion of each of the Investor A Subscription and the Investor D Subscription on 19 October 2015, the Board is pleased to announce that the completion of the subscription of 3,000,000 Investor Subscription Shares by the Investor E (the “ Investor E Subscription ”) took place on 2 November 2015.

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As disclosed in the Announcements, the Company and the Investor B agreed that completion of the subscription of 6,000,000 Investor Subscription Shares (the “ Investor B Subscription ”) shall take place on or before 31 October 2015. Due to the failure of the Investor B to perform the duties to complete the subscription agreement entered into between the Company and the Investor B on 1 July 2015 (the “ Investor B Subscription Agreement ”), the Investor B Subscription will no longer proceed. The Company is currently seeking legal advice and may take any legal action(s) if appropriate in light of the breach of obligations under the Investor B Subscription Agreement by the Investor B.

The gross proceeds from the issue of the Subscription Shares (excluding the issue of the Investor Subscription Shares under the Investor B Subscription) will be revised from approximately HK$88,200,000 to approximately HK$75,600,000. The net proceeds, after deduction of related expenses payable by the Company, will be revised from approximately HK$86,000,000 to approximately HK$73,400,000, representing a revised net price of approximately HK$2.04 per Subscription Share. Such proceeds will be intended to be used for, according to the Circular, (i) the development of the Solar Business in the PRC; (ii) the general working capital purpose of the Group; and (iii) the repayment of the loan from a controlling Shareholder. The original amount of net proceeds allocated for the general working capital purpose of the Group would be reduced as a result of the cessation of the Investor B Subscription, while the corresponding amounts of net proceeds to be allocated for other purposes will remain unchanged. The Company will consider to take appropriate measures, including but not limited to cost reduction and cost control, to address such revision of the proceeds. As such, the Board considers that the cessation of the Investor B Subscription will not have any material adverse impact on the business, operation and financial position of the Group.

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SHAREHOLDING STRUCTURE

Set out below is the shareholding structure of the Company (i) immediately before completion of the Investor E Subscription; and (ii) immediately after completion of the Investor E Subscription:

Name of Shareholders Directors/substantial Shareholders Resources Rich Capital Limited (Note 1) Hu Yangjun (Note 2) Hu Yishi (Note 3) Wu Hao (Note 4) Li Wei Qi, Jacky (Note 5) Public Shareholders Suncool AB Investor A Investor C Investor D Investor E Investor F Other public Shareholders Total	Immediately before completion of the Investor E Subscription No. of Shares % 204,718,000 62.59 2,736,000 0.84 2,736,000 0.84 2,736,000 0.84 2,736,000 0.84 6,000,000 1.83 12,000,000 3.67 6,000,000 1.83 6,000,000 1.83 – – 3,000,000 0.92 78,392,000 23.97 327,054,000 100.00	Immediately after completion of the Investor E Subscription No. of Shares % 204,718,000 62.03 2,736,000 0.83 2,736,000 0.83 2,736,000 0.83 2,736,000 0.83 6,000,000 1.82 12,000,000 3.64 6,000,000 1.82 6,000,000 1.82 3,000,000 0.91 3,000,000 0.91 78,392,000 23.73 330,054,000 100.00	Immediately after completion of the Investor E Subscription No. of Shares % 204,718,000 62.03 2,736,000 0.83 2,736,000 0.83 2,736,000 0.83 2,736,000 0.83 6,000,000 1.82 12,000,000 3.64 6,000,000 1.82 6,000,000 1.82 3,000,000 0.91 3,000,000 0.91 78,392,000 23.73 330,054,000 100.00
			100.00

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Notes:

1. The entire issued share capital of Resources Rich Capital Limited is owned as to 50% by Mr. Hu Yangjun, an executive Director, and as to 50% by Mr. Hu Yishi, an executive Director.

2. Mr. Hu Yangjun is an executive Director.

3. Mr. Hu Yishi is an executive Director.

4. Mr. Wu Hao is an executive Director.

5. Mr. Li Wei Qi, Jacky is a non-executive Director.

By Order of the Board Zhong Fa Zhan Holdings Limited Chan Wing Yuen, Hubert Chief Executive & Executive Director

Hong Kong, 2 November 2015

As at the date of this announcement, the Board consists of five executive Directors, namely Mr. Wu Hao, Mr. Hu Yangjun, Mr. Hu Yishi, Mr. Chan Wing Yuen, Hubert and Ms. Kwong Wai Man, Karina; a non-executive Director, namely Mr. Li Wei Qi, Jacky; and three independent non-executive Directors, namely Mr. Wu Chi Keung, Mr. Heung Chee Hang, Eric and Ms. Kwok Pui Ha.

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