Central Development Holdings Limited — M&A Activity 2017

Jun 27, 2017

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)

MEMORANDUM OF UNDERSTANDING INSIDE INFORMATION AND ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE AND RESUMPTION OF TRADING

On 23 June 2017, the Company and CITIC AMC entered into the Memorandum which sets out the proposal under which the Company intends to acquire the Business from CITIC AMC and its other owners. If the Proposed Acquisition materializes, the Company will satisfy the consideration by issuing the Consideration Shares.

At the request of the Company, trading in the shares of the Company was halted at 11:04 a.m. on 23 June 2017 pending the release of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the shares of the Company from 1:00 p.m. on 27 June 2017.

This announcement is made by China Resources and Transportation Group Limited (the “ Company ”) pursuant to Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), and Rule 3.7 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”).

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THE PROPOSED ACQUISITION

On 23 June 2017, the Company entered into a non-legally binding memorandum of understanding (the “ Memorandum ”) which sets out the proposal under which the Company intends to acquire the pawn loan business (the “ Business ”) from 中信資產管理有限公司 (CITIC Asset Management Corporation) (“ CITIC AMC ”) and its other owners (the “ Proposed Acquisition ”).

If the Proposed Acquisition materializes, the Company will satisfy the consideration of the Proposed Acquisition through the issuance of new shares in the Company (the “ Consideration Shares ”) to CITIC AMC and the other owners of the Business.

CITIC AMC is a limited liability company established in the PRC and is principally engaged in the business of asset management, short-term financing, pawn-loans, finance lease and private equity investment. CITIC AMC and, to its best knowledge, the other owners of the Business are independent third parties and not connected persons of the Company and do not hold any shares in the Company as at the date of this announcement.

IMPLICATIONS UNDER THE LISTING RULES

It is contemplated that the Proposed Acquisition, if materializes, would constitute a very substantial acquisition for the Company. The Proposed Acquisition may also constitute a reverse takeover should the Company be treated as a deemed new listing under the requirements of the Listing Rules. Accordingly, the Proposed Acquisition is subject to the approval by the shareholders of the Company and the Listing Committee of a new listing application to be made by the Company.

IMPLICATIONS UNDER THE TAKEOVERS CODE

It is contemplated that if the Proposed Acquisition materializes, it would result in CITIC AMC and the other owners of the Business as holders of the Consideration Shares holding 30% or more of the voting rights of the Company. As such, they will be obligated to make a general offer for shares of the Company (other than those already owned or agreed to be acquired by CITIC AMC and other owners of the Business and parties acting in concert with any of them) under the Takeovers Code. In such an event, completion of the Proposed Acquisition will be conditional upon, among other things, the grant of a whitewash waiver by the Executive (as defined in the Takeovers Code). The whitewash waiver, if granted by the Executive, will be subject to, among other things, approval by the independent shareholders of the Company by way of poll.

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The whitewash waiver will be one of the conditions precedent to completion of the Proposed Acquisition. If the whitewash waiver is not granted by the Executive, or the whitewash waiver is not approved by the independent shareholders of the Company, CITIC AMC will contemplate whether to complete the transaction by making a general offer under the Takeovers Code.

CAUTION

As at the date of this announcement, no legally binding agreements in relation to the Proposed Acquisition have been entered into. The Proposed Acquisition may or may not materialize, and are subject to further due diligence to be conducted and the definitive agreement to be entered into. Detailed terms of the Proposed Acquisition are still subject to negotiation and finalization. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

MONTHLY UPDATE

In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer under the Takeovers Code is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code.

DISCLOSURE OF DEALINGS

For the purpose of the Takeovers Code, the offer period commences on the date of this announcement, being 27 June 2017.

In compliance with Rule 3.8 of the Takeovers Code, the Company has 7,442,395,970 shares of nominal value of HK$0.20 each in issue. The Company has outstanding relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) convertible into 37,833,324 shares. All associates (as defined in the Takeovers Code, including those who hold 5% or more of any class of relevant securities) of the Company and CITIC AMC are reminded to disclose their dealings in any relevant securities of the Company. In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

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Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules.

However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.

RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company was halted at 11:04 a.m. on 23 June 2017 pending the release of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the shares of the Company from 1:00 p.m. on 27 June 2017.

By Order of the Board of

China Resources and Transportation Group Limited Cao Zhong Chairman

Hong Kong, 27 June 2017

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.

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The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement (except for information in relation to CITIC AMC) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed 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 statement in this announcement misleading.

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.

The directors of CITIC AMC jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (except for information in relation to the Company) 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) 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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