Central Development Holdings Limited — Capital/Financing Update 2018

Jul 4, 2018

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)

SECOND SUPPLEMENTAL SALE AND PURCHASE AGREEMENT IN RELATION TO THE ACQUISITION; AND SUPPLEMENTAL SUBSCRIPTION AGREEMENT

Reference is made to the announcements of the Company dated 1 August 2017 (the “ 1 August 2017 Announcement ”), 22 August 2017, 22 September 2017, 20 October 2017, 20 November 2017, 20 December 2017, 22 January 2018, 23 February 2018, 23 March 2018, 23 April 2018, 24 May 2018 and 27 June 2018 (together, the “ Announcements ”) in relation to, among others, the Acquisition, the Subscription, the Placing, the Whitewash Wavier, the Special Deal and the delay in despatch of the Circular. Unless otherwise specified, capitalized terms used in this announcement shall have the same meanings as defined in the Announcements.

SECOND SUPPLEMENTAL SALE AND PURCHASE AGREEMENT

On 29 June 2018 (after trading hours), the Company and the Vendors entered into a second supplemental agreement to the Sale and Purchase Agreement (the “ Second Supplemental Sale and Purchase Agreement ”), pursuant to which the parties agreed to amend and supplement the Sale and Purchase Agreement (as amended and supplemented by the Supplemental Sale and Purchase Agreement) with respect to the Acquisition.

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The principal terms of the Second Supplemental Sale and Purchase Agreement are set out as follows:

Extension of the Long Stop Date

Pursuant to the Sale and Purchase Agreement, completion of the Acquisition is conditional upon the fulfilment (or, if applicable, the waiver) of a number of conditions on or before 30 June 2018 (the “ Long Stop Date ”), or such later date as may be agreed in writing between the Company and the Vendors.

Taking into consideration the latest development of the New Listing Application, the parties agreed to extend the Long Stop Date to 31 December 2018, or such later date as may be agreed between the parties, in order to allow sufficient time for the fulfilment of the conditions of the Sale and Purchase Agreement.

Amendment of the Conditions Precedent

Pursuant to the Sale and Purchase Agreement and as set out in paragraph (u) under the section headed "Conditions precedent" of the 1 August 2017 Announcement, completion of the Acquisition is conditional upon the satisfaction (or, if applicable, the waiver) of, among others, the Company having repaid not less than HK$1,250 million of the principal amount of the Bonds (of which the Company shall use the proceeds arising from the Expressway Disposal), the source of funds for which shall not be the proceeds from the Subscription and the Placing.

Pursuant to the Second Supplemental Sale and Purchase Agreement, the parties agreed to replace such condition precedent with that the Company has repaid the principal and the interests of the Bonds in full and the source of funds for such repayment shall not include proceeds from the Subscription but may include proceeds from the Placing. The Company further undertook to the Vendors in the Second Supplemental Sale and Purchase Agreement to provide evidence satisfactory to the Vendors to support the source of funds for repaying the Bonds before the submission of the New Listing Application to the listing committee of the Stock Exchange hearing.

Further, the parties to the Second Supplemental Sale and Purchase Agreement agreed to add additional conditions precedent such that, completion of the Acquisition is also conditional upon (i) there having been no debts relating to Zhunxing Expressway (including but not limited to guarantees or surety obligations related to the investment, construction and operation of the Zhunxing Expressway) on the consolidated financial statements of the Company; and (ii) since 31 May 2017, the Group has not incurred any debts save for those incurred in its ordinary course of business.

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THE SUPPLEMENTAL SUBSCRIPTION AGREEMENT

On 29 June 2018 (after trading hours), the Company and the Subscribers entered into a supplemental agreement to the Subscription Agreement (the “ Supplemental Subscription Agreement ”) pursuant to which the parties agreed to amend and supplement the Subscription Agreement.

Pursuant to the Subscription Agreement, completion of the Subscription is conditional upon the fulfilment (or, if applicable, the waiver) of a number of conditions on or before 30 June 2018 (the “ Subscription Long Stop Date ”), or such later date as may be agreed in writing between the Company and the Subscribers.

In view of the amendments under the Second Supplemental Sale and Purchase Agreement, the parties agreed to extend the Subscription Long Stop Date to 31 December 2018, or such later date as may be agreed between the parties, pursuant to the Supplemental Subscription Agreement in order to allow sufficient time for the fulfilment of the conditions of the Subscription Agreement.

Save as set out in this announcement, all other terms and conditions of the Sale and Purchase Agreement and the Subscription Agreement shall remain unchanged and continue in full force and effect.

IMPLICATION OF THE PARTIAL REPAYMENT OF BONDS UNDER THE TAKEOVERS CODE AND SPECIAL DEAL

As at the date of this announcement, one of the Bondholders, namely China Life, is a Shareholder. As such, the application of the proceeds from the Placing by the Company to partially repay the Bonds will constitute a special deal under Note 5 of Rule 25 of the Takeovers Code. 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 in the EGM. For further details in relation to the Special Deal, please refer to the 1 August 2017 Announcement.

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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 Stock Exchange, the Executive and/or approved by the Independent Shareholders. The Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the shares of the Company.

By Order of the Board

China Resources and Transportation Group Limited Cao Zhong Chairman

Hong Kong, 4 July 2018

The Company

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

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Vendors, the Subscribers and the Target Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Vendors, the Subscribers and the Target Group) 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.

CITIC AMC

As at the date of this announcement, the directors of CITIC AMC are Mr. Zhiqiang Liu, Mr. Qidong Han, Mr. Henghui Yang, Mr. Kai Zhang, Mr. Xuejun Zhang and Ms. Dongmei Zhang.

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The directors of CITIC AMC jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than CITIC AMC and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than CITIC AMC and the Subscribers) 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 such statement contained in this announcement misleading.

Tibet Junhe

As at the date of this announcement, the directors of Tibet Junhe are Mr. Jianping Wang, Mr. Jianzhong Wu and Mr. Shenghua Zhang.

The directors of Tibet Junhe jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those related to the Company, the Group, the Vendors other than Tibet Junhe and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Tibet Junhe and the Subscribers) 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 such statement contained in this announcement misleading.

Beijing Wanhao

As at the date of this announcement, the sole director of Beijing Wanhao is Mr. Ran Wan.

The sole director of Beijing Wanhao accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Beijing Wanhao and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Beijing Wanhao and the Subscribers) 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 such statement contained in this announcement misleading.

Tibet Dazi

As at the date of this announcement, the general partner of Tibet Dazi is Beijing Fenxin Investment Management Co. Ltd. ( 北京奮信投資管理有限公司 ). The sole director of Beijing Fenxin Investment Management Co. Ltd. ( 北京奮信投資管理有限公司 ) is Mr. Hanghang Sha.

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The sole director of Beijing Fenxin Investment Management Co. Ltd.* ( 北京奮信投資管理有 限公司 ) accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Tibet Dazi and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Tibet Dazi and the Subscribers) 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 such statement contained in this announcement misleading.

Beijing Jingzhihu

As at the date of this announcement, the sole director of Beijing Jingzhihu is Mr. Jinxue Chen. The sole director of Beijing Jingzhihu Property Co., Ltd.* ( 北京靜之湖置業有限公司 ) is Mr. Jinxue Chen.

The sole director of each of Beijing Jingzhihu and Beijing Jingzhihu Property Co., Ltd.* ( 北 京靜之湖置業有限公司 ) accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Beijing Jingzhihu and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Beijing Jingzhihu and the Subscribers) 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 such statement contained in this announcement misleading.

Shanghai Chenggao

As at the date of this announcement, the general partner of Shanghai Chenggao is Beijing Chunxin Capital Management Co. Ltd. ( 北京淳信資本管理有限公司 ). The directors of Beijing Chunxin Capital Management Co. Ltd. ( 北京淳信資本管理有限公司 ) are Mr. Xiang Li, Mr. Tao Ren and Mr. Honghan Ye.

The directors of Beijing Chunxin Capital Management Co. Ltd.* ( 北京淳信資本管理有限公 司 ), jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Shanghai Chenggao and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Shanghai Chenggao and the Subscribers) 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 such statement contained in this announcement misleading.

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Wenzhou Xina

As at the date of this announcement, the general partner of Wenzhou Xina is Ms. Lifang Zhou.

The general partner of Wenzhou Xina accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Wenzhou Xina and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of her knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Wenzhou Xina and the Subscribers) 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 such statement contained in this announcement misleading.

Shenzhen Zhongjiu

As at the date of this announcement, the sole director of Shenzhen Zhongjiu is Mr. Zhongjie Luan.

The sole director of Shenzhen Zhongjiu accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Shenzhen Zhongjiu and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Shenzhen Zhongjiu and the Subscribers) 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 such statement contained in this announcement misleading.

Qingdao Yuantai

As at the date of this announcement, the sole director of Qingdao Yuantai is Mr. Bo Gao.

The sole director of Qingdao Yuantai accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Qingdao Yuantai and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Qingdao Yuantai and the Subscribers) 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 such statement contained in this announcement misleading.

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Jianlong Biotech

As at the date of this announcement, the directors of Jianlong Biotech are Mr. Haibiao Hao, Ms. Caiyu Tian, Mr. Yongming Hao, Mr. Yinchun Tian, Mr. Longfei Li, Mr. Huiping Li and Mr. Pengfei Liao.

The directors of Jianlong Biotech jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Jianlong Biotech and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Jianlong Biotech and the Subscribers) 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 such statement contained in this announcement misleading.

Shenzhen Qianhai

As at the date of this announcement, the sole director of Shenzhen Qianhai is Ms. Guo Feng.

The sole director of Shenzhen Qianhai accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Shenzhen Qianhai and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of her knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Shenzhen Qianhai and the Subscribers) 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 such statement contained in this announcement misleading.

Oriental Gold

As at the date of this announcement, the sole director of Oriental Gold is Mr. Qian Wang. The general partner of Pingxiang Hedian Enterprises Management Center Limited Partnership* ( 萍鄉合鈿企業管理中心（有限合夥） ), the indirect controlling shareholder of Oriental Gold, is Mr. Weiguo Lu.

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The sole director of Oriental Gold and the general partner of Pingxiang Hedian Enterprises Management Center Limited Partnership* ( 萍鄉合鈿企業管理中心（有限合夥） ) jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Target Group, the Vendors and the Subscribers other than Oriental Gold), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors and the Subscribers other than Oriental Gold) 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 such statement contained in this announcement misleading.

Beijing Kaiweiming

As at the date of this announcement, the directors of Beijing Kaiweiming are Mr. Jilong Wang and Mr. Pin Lv.

The directors of Beijing Kaiweiming jointly and severally accept full responsibility for the accuracy of the information in this announcement (other than those in relation to the Company, the Group, the Target Group, the Vendors and the Subscribers other than Beijing Kaiweiming), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors and the Subscribers other than Beijing Kaiweiming) 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 such statement contained in this announcement misleading.

Shenzhen Heruikang

As at the date of this announcement, the sole director of Shenzhen Heruikang is Mr. Jianfeng Chen.

The sole director of Shenzhen Heruikang accepts full responsibility for the accuracy of the information in this announcement (other than those in relation to the Company, the Group, the Target Group, the Vendors and the Subscribers other than Shenzhen Heruikang), and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors and the Subscribers other than Shenzhen Heruikang) 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 such statement contained in this announcement misleading.

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Starry Wealth

As at the date of this announcement, the sole director of Starry Wealth is Mr. Chen Jiarong.

The sole director of Starry Wealth accepts full responsibility for the accuracy of the information relating to him and Starry Wealth contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed by him and Starry Wealth 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 such statement contained in this announcement misleading.

Trendy Sky

As at the date of this announcement, the sole director of Trendy Sky is Mr. Chan Po Siu.

The sole director of Trendy Sky accepts full responsibility for the accuracy of the information relating to him and Trendy Sky contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed by him and Trendy Sky 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 such statement contained in this announcement misleading.

• The English names of these PRC entities are an informal English translation of their respective official Chinese names.

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