Central Development Holdings Limited — M&A Activity 2011

Nov 28, 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

UNCONDITIONAL VOLUNTARY CASH OFFER BY INVESTEC CAPITAL ASIA LIMITED

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

NOBLE JEWELRY INVESTMENT LIMITED

(OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY

FIRST PROSPECT HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT

Financial adviser to First Prospect Holdings Limited

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document together with the Form of Acceptance and Transfer has been despatched to the Independent NJIL Shareholders on 28 November 2011. The NJIL Offer will be open for acceptance on and from 28 November 2011 and the latest time and date for acceptance of the NJIL Offer is 4: 00 p.m. on 19 December 2011. An expected timetable is set out below in this joint announcement.

Independent NJIL Shareholders are strongly advised to read the Composite Document carefully, including the advice from the Joint Independent Financial Advisers, and other information of the NJIL Group before deciding whether or not to accept the NJIL Offer.

Independent NJIL Shareholders and/or potential investors of NJIL are advised to exercise caution when dealing in the NJIL Shares.

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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 announcement issued by Noble Jewelry and Resources Rich dated 18 October 2011; (v) the joint announcement issued by NJIL and Noble Jewelry dated 28 October 2011; and (vi) the joint announcements issued by Noble Jewelry, NJIL, Resources Rich and First Prospect dated 19 October 2011 and 21 November 2011 respectively. Unless otherwise defined herein, the capitalised terms used in this joint announcement shall have the same meanings as those defined in the composite offer and response document jointly issued by First Prospect and NJIL dated 28 November 2011 (the ‘‘Composite Document’’).

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the expected timetable in respect of the NJIL Offer; (ii) a letter from the NJIL Board; (iii) a letter from Investec; and (iv) a letter of advice from the Joint Independent Financial Advisers to the Independent NJIL Shareholders, together with the Form of Acceptance and Transfer, has been despatched to the Independent NJIL Shareholders on 28 November 2011 in accordance with the Takeovers Code.

The NJIL Offer will be open for acceptance on and from 28 November 2011 and the latest time and date for acceptance of the NJIL Offer is 4: 00 p.m. on 19 December 2011.

EXPECTED TIMETABLE

An expected timetable of the NJIL Offer is set out below:

2011

NJIL Offer opens for acceptance . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 28 November Latest time and date for acceptance of the NJIL Offer . . . . . . . . . 4: 00 p.m. on Monday, 19 December

Closing date of the NJIL Offer (Note 1) . . . . . . . . . . . . . . . . . . . Monday, 19 December

Announcement of the results of the NJIL Offer

posted on the Stock Exchange’s website

under Noble Jewelry, NJIL’s website

and the SFC’s website (Note 1) . . . . . . . . . . . . . . . . . . . . . . By 7: 00 p.m. on Monday,

19 December

Announcement of the results of the NJIL Offer published in the newspapers . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 20 December

Latest date for posting of remittances for the amounts due in respect of valid acceptances received under the NJIL Offer (Note 2) . . . . . . . . . . . . . . . . . Thursday, 29 December

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Notes:

1. The NJIL Offer, which is unconditional, will close on 19 December 2011 unless First Prospect revises or extends the NJIL Offer in accordance with the Takeovers Code. An announcement will be issued through the Stock Exchange’s website under Noble Jewelry by 7: 00 p.m. on 19 December 2011 stating whether or not the NJIL Offer has closed, been revised or extended, and (if and to the extent revised or extended) the next closing date or that the NJIL Offer will remain open until further notice. If First Prospect decides that the NJIL Offer will remain open until further notice, at least 14 days’ notice in writing will be given before the NJIL Offer is closed to those Independent NJIL Shareholders who have not accepted the NJIL Offer.

2. Acceptance of the NJIL Offer shall be irrevocable and shall not capable of being withdrawn, except in the circumstances set out in Rule 19.2 of the Takeovers Code. Remittances in respect of the cash consideration payable for the NJIL Shares tendered under the NJIL Offer will be posted to the accepting NJIL Shareholder(s) at his/her/its own risks as soon as possible but in any event within 10 days of the date of receipt by the Transfer Agent of the duly completed Form of Acceptance and Transfer.

All time and date references contained in this joint announcement refer to Hong Kong time and date.

IMPORTANT

Independent NJIL Shareholders are strongly advised to read the Composite Document carefully, including the advice from the Joint Independent Financial Advisers, and the information of the NJIL Group before deciding whether or not to accept the NJIL Offer.

Independent NJIL Shareholders and/or potential investors of NJIL are advised to exercise caution when dealing in the NJIL Shares.

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, 28 November 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.

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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