Central Development Holdings Limited — M&A Activity 2011

Dec 19, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

FIRST PROSPECT HOLDINGS LIMITED NOBLE JEWELRY INVESTMENT LIMITED (incorporated in the British Virgin Islands with limited liability) (Incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT

CLOSE OF UNCONDITIONAL VOLUNTARY CASH OFFER BY INVESTEC CAPITAL ASIA LIMITED

ON BEHALF OF FIRST PROSPECT HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN

NOBLE JEWELRY INVESTMENT LIMITED

(OTHER THAN THOSE ALREADY OWNED

OR AGREED TO BE ACQUIRED BY FIRST PROSPECT HOLDINGS LIMITED, MR. CHAN AND PARTIES ACTING IN CONCERT WITH ANY OF THEM)

Financial adviser to First Prospect Holdings Limited

CLOSING OF THE NJIL OFFER

First Prospect and NJIL jointly announce that the NJIL Offer was closed on Monday, 19 December 2011.

As at 4: 00 p.m. on Monday, 19 December 2011, being the latest time and date for acceptance of the NJIL Offer as set out in the Composite Document, First Prospect had received valid acceptances in respect of a total of 93,948,700 NJIL Shares under the NJIL Offer, representing approximately 34.3% of the total issued share capital of NJIL as at the date of this joint announcement. The NJIL Offer has not been revised or extended.

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Immediately before the commencement of the offer period (as defined under the Takeovers Code), save for the interests disclosed in the Composite Document, First Prospect, Mr. Chan and parties acting in concert with any of them did not hold, control or direct any other NJIL Shares and rights over the NJIL Shares. As a result of the Group Reorganisation and the Distribution In Specie but before the commencement of the NJIL Offer, First Prospect, Mr. Chan and parties acting in concert with any of them were interested in 176,140,000 NJIL Shares, representing approximately 64.38% of the total issued share capital of NJIL. Taking into account (i) 93,948,700 NJIL Shares (representing approximately 34.3% of the total issued share capital of NJIL as at the date of this joint announcement) received from valid acceptances under the NJIL Offer, and (ii) 176,140,000 NJIL Shares already held by First Prospect, Mr. Chan and parties acting in concert with any of them, First Prospect, Mr. Chan and parties acting in concert with any of them are interested in an aggregate of 270,088,700 NJIL Shares (representing approximately 98.7% of the total issued share capital of NJIL as at the date of this joint announcement) upon the close of the NJIL Offer.

Reference is made to (i) the joint announcement issued by Noble Jewelry, Resources Rich and First Prospect dated 8 September 2011; (ii) the announcement and circular of Noble Jewelry dated 30 September 2011; (iii) the announcement of Noble Jewelry dated 12 October 2011; (iv) the joint announcements issued by Noble Jewelry and Resources Rich dated 18 October 2011 and 28 November 2011 respectively; (v) the joint announcements issued by Noble Jewelry, NJIL, Resources Rich and First Prospect dated 19 October 2011 and 21 November 2011 respectively; (vi) the joint announcements issued by NJIL and Noble Jewelry dated 28 October 2011 and 28 November 2011 respectively; and (vii) the composite offer and response document jointly issued by First Prospect and NJIL dated 28 November 2011 (the ‘‘Composite Document’’). Unless otherwise defined, the capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

CLOSING OF THE NJIL OFFER

First Prospect and NJIL jointly announce that the NJIL Offer was closed on Monday, 19 December 2011.

As at 4: 00 p.m. on Monday, 19 December 2011, being the latest time and date for acceptance of the NJIL Offer as set out in the Composite Document, First Prospect had received valid acceptances in respect of a total of 93,948,700 NJIL Shares under the NJIL Offer, representing approximately 34.3% of the total issued share capital of NJIL as at the date of this joint announcement. The NJIL Offer has not been revised or extended.

Immediately before the commencement of the offer period (as defined under the Takeovers Code) First Prospect, Mr. Chan and parties acting in concert with any of them did not hold, control or direct any other NJIL Shares and rights over the NJIL Shares. As a result of the Group Reorganisation and the Distribution In Specie but before the commencement of the NJIL Offer, First Prospect, Mr. Chan and parties acting in concert with any of them were interested in 176,140,000 Shares, representing approximately 64.38% of the total issued share capital of NJIL. Taking into account (i) 93,948,700 NJIL Shares (representing approximately 34.3% of the total issued share capital of NJIL as at the date of this joint announcement) received from valid acceptances under the NJIL Offer and (ii) 176,140,000 NJIL Shares already held by First Prospect, Mr. Chan and parties acting in concert with any of them, First Prospect, Mr. Chan and parties acting in concert with any of them are interested in an

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aggregate of 270,088,700 NJIL Shares (representing approximately 98.7% of the total issued share capital of NJIL as at the date of this joint announcement) upon the close of the NJIL Offer.

Save for the valid acceptances in respect of 93,948,700 NJIL Shares pursuant to the NJIL Offer, neither First Prospect, Mr. Chan nor parties acting in concert with any of them had other dealings in NJIL Shares or any convertible securities, warrants, options and derivatives of NJIL nor had acquired or agreed to acquire any NJIL Shares or any rights over NJIL Shares during the offer period. During the offer period, First Prospect, Mr. Chan and parties acting in concert with any of them had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of NJIL.

Remittances in respect of the valid acceptances of the NJIL Offer payable under the NJIL Offer have been posted or will be posted to the relevant Independent NJIL Shareholders by ordinary post at their own risk as soon as possible, but in any event within 10 days of the date on which the duly completed Forms of Acceptance and Transfer which render such acceptance complete and valid are received by the Transfer Agent.

Share certificates of NJIL are expected to be posted on or about 6 January 2012 by ordinary post at their own risk to the NJIL Shareholders who have not accepted the NJIL Offer.

COMPULSORY ACQUISITION

As First Prospect holds more than 95% of all issued NJIL Shares as at the close of the NJIL Offer, First Prospect will comply with the Takeovers Code to exercise its right under section 103 of the Companies Act to compulsorily acquire the remaining NJIL Shares not already owned by First Prospect, Mr. Chan and parties acting in concert with any of them.

By order of the board of By order of the board of First Prospect Holdings Limited Noble Jewelry Investment Limited Mr. Chan Yuen Hing Mr. Chan Yuen Hing Director Director

Hong Kong, 19 December 2011

As at the date of this joint announcement, Mr. Chan Yuen Hing is the sole director of First Prospect.

Mr. Chan Yuen Hing, the sole director of First Prospect, accepts full responsibility for the accuracy of information contained in this joint announcement (other than that relating to NJIL) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the board of directors of NJIL comprises two directors, namely Mr. Chan Yuen Hing and Mr. Tang Chee Kwong.

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

The English text of this joint announcement shall prevail over its Chinese text.

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