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Central Development Holdings Limited Capital/Financing Update 2016

Feb 26, 2016

49236_rns_2016-02-26_c8a7121e-ebed-4caf-a903-0c91ebd0831a.pdf

Capital/Financing Update

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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 liabilities 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)

INSIDE INFORMATION

This announcement is made by China Resources and Transportation Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to the provisions regarding inside information under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

Reference is made to the Company’s announcement dated 10 February 2015 in relation to, inter alia, the completion of issue of convertible bonds. On 10 February 2015, 9% convertible bonds in the principal amount of HK$800 million (“ 2016 CBs ”), maturing 10 February 2016, and 9% convertible bonds in the principal amount of HK$700 million (“ 2018 CBs ”), maturing 12 February 2018, were issued to a subscriber (the “ CB Holder ”). Prior to 10 February 2016, the Company and the CB Holder entered into discussions regarding the re-borrowing of the principal amount under the 2016 CBs and the rescheduling of HK$63,000,000 interest payment on the 2018 CBs, which was payable on 19 February 2016.

The Company has received a letter dated 24 February 2016 from the CB Holder requesting the Company to (i) pay all the interest due under the 2018 CBs on or before 26 February 2016; (ii) repay HK$200 million of the principal amount of the 2016 CBs on or before 29 February 2016, and (iii) provide a repayment proposal and timetable acceptable to the CB Holder and the entering into of a supplemental agreement on or before 29 February 2016 for the rest of the principal amount of the 2016 CBs. Having reviewed the current liquidity of the Company, the board of directors of the Company (the “ Board ”) is of the view that it is infeasible for the Company to fulfill this imminent cash requirement. The Board expects that there will be further liaison with the CB Holder.

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Apart from the above, there are convertible bonds in the principal amount of approximately HK$1,500 million and non-convertible bonds in the principal amount of approximately HK$1,000 million, which will become mature before the end of this year, held by other subscribers.

Notwithstanding, the net assets position of the Group remains strong. Based on the Company’s interim report for the six months ended 30 September 2015, the net assets value of the Group amounted to approximately HK$2,267 million as at 30 September 2015.

The Board is carrying out, with the assistance of financial advisers, an overall review of the financial position of the Group and the Group’s capital and debt structure, and exploring different avenues for strengthening the Group’s cashflows including the possibility of further fund raising, re-sculpting the debt payment profile to better match revenues and other debt restructuring, realization of assets including the toll road, and divestment of other assets. The Company will keep the shareholders updated by making further announcement(s).

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

Resumption of trading

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 1:00 p.m. on 25 February 2016, pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the shares of the Company on the Stock Exchange with effect from 9:00 a.m. on 29 February 2016.

By order of the Board

CHINA RESOURCES AND TRANSPORTATION GROUP LIMITED Cao Zhong

Chairman

Hong Kong, 26 February 2016

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

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