Central Development Holdings Limited — Capital/Financing Update 2021

Dec 28, 2021

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 NEW SHARES BY DEBT CAPITALISATION UPDATE ON DEBT RESTRUCTURING

Reference is made to the announcements of China Resources and Transportation Group Limited (the “ Company ”) dated 1 December 2021, 2 December 2021 and 15 December 2021 (the “ Announcement ”) in relation to, among other things, the debt capitalization. Unless otherwise specified, capitalized terms used in this announcement shall have the same meaning as those defined in the Announcement.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that the Subscriptions were completed on 28 December 2021 as all conditions of the Subscriptions have been fulfilled. The Subscription Shares have been allotted and issued to the Subscribers upon completion. The Subscription Price of all Subscription Shares has been set off against debts of an equivalent amount owing by the Company to the Subscribers pursuant to the Capitalisation Agreements.

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Company’s shareholding structures immediately before completion and after the allotment and issue of the Subscription Shares upon the completion is illustrated below:

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Shareholders of theCompanySubstantial ShareholdersMs. Mak Siu Hang Viola(“Ms. Mak”) (Note)Mighty ChinaSubscribersLuckyViva GainPublic ShareholdersTotal	Immediately beforecompletionof the Debt CapitalisationNumber ofIssued SharesApproximate%1,816,330,00020.351,480,000,00016.59----5,626,065,97063.068,922,395,970100.00	Immediately upon completion ofthe Debt CapitalisationNumber ofIssued SharesApproximate%1,816,330,00017.231,480,000,00014.04745,912,3307.07867,571,9358.235,626,065,97053.4310,535,880,235100.00	Immediately upon completion ofthe Debt CapitalisationNumber ofIssued SharesApproximate%1,816,330,00017.231,480,000,00014.04745,912,3307.07867,571,9358.235,626,065,97053.4310,535,880,235100.00
			100.00

Note: As at the date of this announcement, VMS Investment Group Limited, Focal Sunshine Limited (a wholly-owned subsidiary of VMS Investment Group Limited) and Keywood Group Limited (a wholly-owned subsidiary of VMS Finance Group Limited) directly interested in 242,115,000 Shares, 974,215,000 Shares and 600,000,000 Shares, respectively. VMS Investment Group Limited and VMS Finance Group Limited are wholly-owned by Ms. Mak. By reason of interests of controlled corporations within the meaning of Part XV of the SFO, Ms. Mak is deemed to be interested in the 1,816,330,000 Shares held by these corporations.

UPDATE ON DEBT RESTRUCTURING

Reference is made to the annual report of the Company (together with its subsidiaries, the “ Group ”) for the year ended 31 March 2021 (the “ Annual Report ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Annual Report.

As disclosed in the Annual Report, the Group has certain outstanding bank borrowings mainly consisted of syndicated loan facilities (the “ Syndicated Loans ”) granted by several PRC banks (the “ Banks ”) in December 2012. The Group has continued to assist the Banks to facilitate their asset restructuring which involves certain legal proceedings including filing of civil actions, courtdirected mediations, entering into of settlement agreement(s), execution(s) of settlement agreement(s) and derecognition of the Syndicated Loans. As at the date of this announcement, settlement agreements have been executed and the Company expects that derecognition of the Syndicated Loans could be completed shortly.

Upon completion of the derecognition of the Syndicated Loans, the Company will proceed to debt restructuring with the Group’s creditors which may involve debt capitalization, share consolidation and/or capital reorganization. Further announcement(s) will be made by the Company as and when appropriate.

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By Order of the Board China Resources and Transportation Group Limited Fung Tsun Pong Co-Chairman

Hong Kong, 28 December 2021

As at the date of this announcement, the board of directors comprises five executive directors, namely Messrs Fung Tsun Pong, Lu Zhiming, Gao Zhiping, Jiang Tao and Duan Jingquan; and four independent non-executive directors, namely Messrs Jing Baoli, Bao Liang Ming, Xue Baozhong and Ms. Chan Chu Hoi.

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