Central Development Holdings Limited — Capital/Financing Update 2017

Jul 26, 2017

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)

HOLDING ANNOUNCEMENT

This announcement is made by China Resources and Transportation Group Limited (the “ Company ”) pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and Rule 13.09(2) of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

References are made to (i) the announcement of the Company dated 27 June 2017 in relation to, among others, the entering into the memorandum of understanding between the Company and 中信資產管理有限公司 (CITIC Asset Management Corporation Ltd*) (“ CITIC AMC ”) on 23 June 2017; and (ii) the announcement of the Company dated 11 July 2017 in relation to the suspension of trading in the shares of the Company (the “ Shares ”) on the Stock Exchange.

The Company makes this holding announcement to inform the shareholders of the Company (the “ Shareholders ”) and potential investors regarding the latest development concerning the suspension of trading in the Shares.

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THE ACQUISITION

The directors of the Company (the “ Directors ”) wishes to inform the Shareholders that on 11 July 2017 (before trading hours), the Company entered into a sale and purchase agreement with CITIC AMC and 10 other vendors (together, the “ Vendors ”), pursuant to which the Company has conditionally agreed to acquire from the Vendors the right and power to control over, and the right to enjoy the economic benefits in, the pawn loan business operated by 中 安信邦資產管理有限公司 (ZhongAn XinBang Asset Management Corporation Ltd*) (the “ Target Company ”) and its subsidiaries and branch companies through structured contracts (the “ Acquisition ”).

The consideration for the Acquisition is HK$3,281,768,760 and will be satisfied by the allotment and issue of 14,268,559,826 new Shares (the “ Consideration Shares ”) at the issue price of HK$0.23 per Share (the “ Issue Price ”) to the Vendors and/or their nominee(s).

Each of the Vendors and its ultimate beneficial owners is a third party independent of the Company and its connected persons.

THE SUBSCRIPTION

On 11 July 2017 (before trading hours), the Company and 5 subscribers (the “ Subscribers ”) entered into a subscription agreement (the “ Subscription Agreement ”), pursuant to which the Subscribers have conditionally agreed to subscribe for (on a several but not joint basis) 3,521,738,478 new Shares (the “ Subscription Shares ”) at the Issue Price of HK$0.23 per Share for an aggregate consideration of HK$809,999,850.

Each of the Subscribers and its ultimate beneficial owners is a third party independent of the Company, the Vendors and their respective concert parties and are not acting in concert with the Vendors or any of the respective concert parties of the Vendors.

THE PROPOSED PLACING

The Company intends to place 3,478,260,869 new Shares (the “ Placing Shares ”) under a specific mandate to investors who are independent third parties and not acting in concert with the Vendors at the Issue Price of HK$0.23 per Share (the “ Placing ”). The aggregate gross proceeds from the Placing would amount to approximately HK$800,000,000.

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GENERAL

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition exceed(s) 100%, the Acquisition constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules. The Acquisition also constitutes a reverse takeover for the Company under Rule 14.06(6)(a) of the Listing Rules, and therefore the Company will be treated as if it is a new listing applicant under Rule 14.54 of the Listing Rules. The Acquisition is subject to the approval by the Listing Committee of a new listing application to be made by the Company.

It is a condition precedent to the completion of the Acquisition that the approval of the new listing application by the Listing Committee has been obtained. In the event that the approval for the new listing application is not granted by the Listing Committee, the Sale and Purchase Agreement will not become unconditional and the Acquisition will not proceed.

Further, the Acquisition constitutes a connected transaction for the Company under Rule 14A.28 of the Listing Rules, as CITIC AMC, being one of the Vendors and a substantial shareholder of the Target Company, proposes to nominate 7 Directors out of a total of 12 Directors in the board of Directors of the Company upon completion of the Acquisition, subject to the retirement and rotation requirements under the Articles of Association of the Company. The Acquisition will be subject to the approval by the independent Shareholders at an extraordinary general meeting of the Company (the “ EGM ”) to be convened for such purposes.

Immediately following the completion of the Acquisition, the Subscription and the Placing, the Vendors and parties acting in concert with any of them will hold in aggregate approximately 49.70% of the Shares in issue as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Placing Shares but before conversion or exercise of any convertible securities, share options, warrants or other derivatives of the Company in issue as at the date of this announcement. Under Rule 26.1 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”) issued by the Securities and Futures Commission of Hong Kong (the “ SFC ”), the Vendors and parties acting in concert with any of them would be required to make a mandatory general offer for all the issued shares of the Company not already owned or agreed to be acquired by them, unless a waiver from strict compliance with Rule 26.1 of the Takeovers Code (the “ Whitewash Waiver ”) has been obtained from the Executive Director of the Corporate Finance Division of the SFC (the “ Executive ”). An application will be made by CITIC AMC for and on behalf of the Vendors to the Executive for the Whitewash Waiver.

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The Whitewash Waiver will be a condition precedent to the completion of the Acquisition. The Executive may or may not grant the Whitewash Waiver. In the event that the Whitewash Waiver is not granted by the Executive or the Whitewash Waiver is not approved by the independent Shareholders, CITIC AMC will consider whether to waive the condition precedent and complete the Acquisition by making a general offer for the Shares under the Takeovers Code.

As at the date of this announcement, one of the bondholders of the Company, namely China Life Insurance (Overseas) Company Limited, is also a Shareholder. As such, the application of the proceeds from the Placing by the Company to partially repay the outstanding bonds of the Company will constitute a special deal under Note 5 of Rule 25 of the Takeovers Code (the “ Special Deal ”). The Special Deal would therefore require (i) the consent of the Executive, (ii) an independent financial adviser to state in its opinion that the terms of the Special Deal are fair and reasonable, and (iii) approval of the independent Shareholders at the EGM.

The Company is in the process of finalising the announcement in relation to, inter alia, the Acquisition, the Subscription, the Placing, the Whitewash Waiver and the Special Deal (together, the “ Proposed Transactions ”) and the Directors consider that additional time is required for such purpose. An announcement setting out, among others, details of the Proposed Transactions will be published in accordance with the Listing Rules and the Takeovers Code as soon as practicable.

Completion of the Acquisition, the completion of the Subscription and the completion of the Placing would be inter-conditional.

It should be noted that each of the Acquisition and the Subscription is subject to a number of conditions, which may or may not be fulfilled. In addition, the Placing may or may not materialise and the approval of the new listing application to be made by the Company, the Whitewash Waiver and the Special Deal may or may not be granted by the Listing Committee of the Stock Exchange, the Executive and/or approved by the independent Shareholders. Shareholders and potential investors should exercise caution when they deal or contemplate dealing in the Shares of the Company.

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Trading in the Shares has been suspended with effect from 9:00 a.m. on 11 July 2017 and will continue to be suspended pending the release of the announcement in relation to the Proposed Transaction.

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

Chairman

Hong Kong, 26 July 2017

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

The directors of the Company jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purpose only

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