Central Development Holdings Limited — Capital/Financing Update 2021

Dec 2, 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.

==> picture [200 x 62] intentionally omitted <==

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)

SUPPLEMENTAL ANNOUNCEMENT SUBSCRIPTION OF NEW SHARES BY DEBT CAPITALISATION RESUMPTION OF TRADING

Reference is made to the announcements of China Resources and Transportation Group Limited (the “ Company ”) dated 1 and 2 December 2021 in relation to subscription of new Shares by debt capitalisation and trading halt (the “ Announcements ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

Relationship Between Lucky, Viva Gain and Mighty China

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Lucky, Viva Gain, Mighty China and their respective ultimate beneficial owners are Independent Third Parties and they are not connected to each other.

Each of Lucky and Viva Gain will not become a substantial Shareholder (as defined under the Listing Rules) immediately upon completion of the Subscription.

Termination of the Capitalisation Agreements entered into with the Directors

The Board wishes to announce that on 2 December 2021, after discussion with Mr. Fung, Mr. Gao and Mr. Jiang, the parties have mutually agreed to terminate the Capitalisation Agreements entered into with each of them, as such, the said Capitalisation Agreements shall cease to have effect and they shall not have any further obligations and liabilities toward each other thereunder.

The Capitalisation Agreements entered into with Lucky and Viva Gain shall not be affected by such terminations and will still have effect as they are not interconditional.

Subscription Shares

As a result of the said terminations and assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the

1

Subscription, the total Subscription Shares will be reduced to 1,613,484,265 which represent (i) approximately 18.08% of the existing issued share capital of the Company; and (ii) approximately 15.31% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

The entire Subscription monies will be set off against an aggregate of HK$322,696,853 owed by the Company to Lucky and Viva Gain.

Under the General Mandate, the Company is authorized to allot and issue up to 1,784,479,194 Shares. Up to the date of this announcement, no Shares has been issued under the General Mandate. Upon issue of the Subscription Shares, 170,994,929 Shares of the General Mandate are still available.

Effects on Shareholding Structure of the Company

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the Subscription (subject to completion of the Subscription and assuming that there is no other change in the shareholding structure of the Company before the allotment and issue of the Subscription Shares under the Subscription) are set out below:

ShareholdersSubstantialShareholdersMs. Mak Siu Hang Viola(“Ms. Mak”)(Note)Mighty China	As at the date of thisannouncementImmediately upon completion ofthe SubscriptionNumber ofissued SharesApproximate%Number ofissued SharesApproximate%1,816,330,00020.351,816,330,00017.231,480,000,00016.591,480,000,00014.04--745,912,3307.07--867,571,9358.235,626,065,97063.065,626,065,97053.43
LuckyViva GainPublic Shareholders
	8,922,395,970100.0010,535,880,235100.00==================================

Note: As at the date of this announcement, VMS Investment Group Limited, Focal Sunshine Limited (a whollyowned 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.

2

Resumption of Trading

At the request of the Company, trading of shares of the Company was halted with effect from 9:00 a.m. on Thursday, 2 December 2021. Application has been made by the Company to the Stock Exchange for the resumption of trading of the Shares of the Company with effect from 9:00 a.m. on Friday, 3 December 2021.

By order of the Board China Resources and Transportation Group Limited Fung Tsun Pong Chairman

Hong Kong, 2 December 2021

As at the date of this announcement, the board of directors comprises four executive directors, namely Messrs Fung Tsun Pong, 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.

3