Central Development Holdings Limited — Proxy Solicitation & Information Statement 2011

Jul 8, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Timber Resources Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representations 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 circular.

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CHINA TIMBER RESOURCES GROUP LIMITED （中國木業資源集團有限公司 *）

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED CHANGE OF COMPANY NAME PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company to be held at the Lounge, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Thursday, 11 August 2011 at 11 a.m. is set out on pages 12 to 18 of this circular.

A proxy form for use at the meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the proxy form and return the same to the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) if you so wish.

8 July 2011

* For identification purpose only

CONTENT

Page(s)	Page(s)
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter From the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Increase in Authorised Share Capital . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Amendments to the Memorandum and Articles of Association . . . . .	7
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I — Biographical Details of Retiring Directors. . . . . . . . . . . . . . . . . .	10
Appendix II — Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . .	12

— i —

DEFINITIONS

In this circular and the appendices, unless the context requires otherwise, the following expressions have the following meanings:

“AGM”	the Annual General Meeting of the Company to be held at
	the Lounge, Mezzanine Floor, Grand Hyatt Hong Kong,
	1 Harbour Road, Wanchai, Hong Kong, on Thursday, 11
	August 2011 at 11 a.m., or any adjournment thereof
“Articles of Association”	the Articles of Association of the Company
“associate(s)”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“Change of Company	the proposed change of the name of the Company from
Name”	“China Timber Resources Group Limited” to “China
	Resources and Transportation Group Limited” and the
	adoption of “中國資源交通集團有限公司” as part of its
	registered name
“Company”	China Timber Resources Group Limited, an exempted
	company incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on the Stock
	Exchange (Stock Code: 269)
“connected person”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	the directors of the Company
“General Mandate”	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to allot, issue and
	deal with Shares in the manner as set out in the ordinary
	resolution no. 5 of the Notice
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

— 1 —

DEFINITIONS

“Increase in Authorised	the proposed increase in the authorized share capital
Share Capital”	of the Company from HK$300,000,000 (divided into
	30,000,000,000 Shares) to HK$500,000,000 (divided
	into 50,000,000,000 Shares) by creating an additional
	20,000,000,000 Shares
“Latest Practicable Date”	30 June 2011, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Memorandum”	Memorandum of Association of the Company
“Notice”	the notice of the AGM set out on pages 12 to 18 of this
	circular
“Shareholder(s)”	registered holder(s) of the Share(s) in issue
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

— 2 —

LETTER FROM THE BOARD

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CHINA TIMBER RESOURCES GROUP LIMITED （中國木業資源集團有限公司 *）

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

Directors: Executive Directors Mr. Cao Zhong (Chairman) Mr. Fung Tsun Pong Mr. Tsang Kam Ching, David

Registered Office

The Office of Caledonian Bank & Trust Limited Caledonian House George Town Grand Cayman Cayman Islands

Non-Executive Director

Mr. Neil Bush

Independent Non-Executive Directors

Mr. Yip Tak On Mr. Jing Baoli Mr. Bao Liang Ming

Head office and Principal Place of Business Room 1801-07, China Resources Building 26 Harbour Road Wanchai Hong Kong

8 July 2011

To the Shareholders,

Dear Sir or Madam,

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES PROPOSED RE-ELECTION OF DIRECTORS PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED CHANGE OF COMPANY NAME PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the following resolutions to be proposed at the AGM:

* For identification purpose only

— 3 —

LETTER FROM THE BOARD

• (a) granting a General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue at the time of passing of such resolution;

• (b) re-electing the retiring Directors;

• (c) approving the Increase in Authorised Share Capital;

• (d) approving the Change of Company Name;

• (e) approving the proposed amendments to the Memorandum and Articles of Association; and

• (f) approving other ordinary businesses to be considered at the AGM, including, among others, the approval and adoption of the audited financial statements and reports of the Directors and auditors for the year ended 31 March 2011, the fixing of Directors’ fees, the appointment of the incumbent auditors and the authorization to the Directors to fix audit fees.

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES

At the annual general meeting of the Company held on 30 August 2010, the Directors were granted a general mandate to allot, issue and deal with ordinary shares of HK$0.01 each in the capital of the Company on the Stock Exchange. The mandate will expire at the conclusion of the AGM.

It will be proposed at the AGM an ordinary resolution, which is set out in resolution no. 5 of the Notice granting the Directors a general mandate to allot, issue, and deal with Shares not exceeding 20 per cent. (20%) of the Shares in the issued share capital of the Company as at the date of passing the resolution.

The Company has in issue an aggregate number of 20,190,783,895 Shares as at the Latest Practicable Date. Subject to the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot up to the aggregate nominal amount of 4,038,156,779 Shares on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

The Directors have no immediate plan to issue any new Shares.

— 4 —

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently comprises three executive Directors, namely Messrs Cao Zhong, Fung Tsun Pong and Tsang Kam Ching, David; a non-executive Director, namely Mr Neil Bush; and three independent non-executive Directors, namely Messrs Yip Tak On, Jing Baoli and Bao Liang Ming.

In accordance with Article 117 of the Articles of Association, at each annual general meeting one-third, or, if their number is not three or a multiple of three, then the number nearest to one-third, of the Directors who have been longest in office since their last election by Shareholders in a general meeting shall retire from office. As a result, Mr Fung Tsun Pong (“ Mr. Fung ”) and Mr. Jing Baoli (“ Mr. Jing ”), being the longest-serving Directors shall retire at the AGM and being eligible, offer themselves for re-election.

Further, pursuant to Article 100 of the Articles of Association, any Director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the next general meeting. Accordingly, Messrs Cao Zhong (“ Mr. Cao ”) and Neil Bush (“ Mr. Bush ”), being the additional Directors appointed during the year under review shall retire at the AGM and being eligible, offer themselves for re-election.

Brief Biographical Details of the Retiring Directors are set out in Appendix I to this Circular

Subject to Article 121 of the Articles of Association, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the Company’s Hong Kong branch share registrar, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, at least seven (7) days before the date of the AGM. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is duly received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

At the AGM, an ordinary resolution will be proposed to increase the authorized share capital of the Company from HK$300,000,000 divided into 30,000,000,000 ordinary shares of a par value of HK$0.01 each to HK$500,000,000 divided into 50,000,000,000 ordinary shares of a par value of HK$0.01 each by the creation of an additional 20,000,000,000 new Shares, such new Shares shall rank pari passu in all respect with the existing issued and unissued Shares.

— 5 —

LETTER FROM THE BOARD

The authorized share capital of the Company as at the Latest Practicable Date is HK$300,000,000 divided into 30,000,000,000 Shares, of which 20,190,783,895 Shares have been issued and are fully paid up, representing approximately 67% of its existing authorized share capital. Accordingly, as at the Latest Practicable Date, only 9,809,216,105 Shares are left unissued and are available for further allotment and issue by the Company.

The Directors consider that such increase in the authorized share capital of the Company will provide the Company with greater flexibility to raise funds by allotting and issuing new Shares in the future as and when necessary and it will be in the interests of the Company and the Shareholders as a whole. However, the Directors do not have any immediate intention of issuing any part of the increased authorized share capital of the Company upon the passing of an ordinary resolution by the Shareholders at the AGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “China Timber Resources Group Limited” to “China Resources and Transportation Group Limited” and to adopt the Chinese name “ 中國資源交通集團有限公司 ” as part of its registered name.

Pursuant to Article 3 of the Articles of Association, the Board will propose a special resolution to the Shareholders at the AGM for the Change of Company Name.

Reasons for the Change of Company Name

Since January 2011, the Group has embarked on a strategy of diversifying the business from forest operation and management, timber logging and trading, sale of timber products, planting of and trading in seedlings, property development and asset management into expressway and auxiliary facility investment, operation, management and maintenance. The Company will continue this diversified strategy in the future. To reflect this strategic focus, the Board considers that the proposed Change of Company Name provides an identification which is in line with the Group’s business development direction.

Conditions of the Change of Company Name

The proposed Change of Company Name is subject to the satisfaction of the following conditions:

• (1) The passing of a special resolution by the Shareholders approving the Change of Company Name at the AGM; and

• (2) The Registrar of Companies in the Cayman Islands approving the new name.

— 6 —

LETTER FROM THE BOARD

Subject to the satisfaction of the conditions set out above, the proposed Change of Company Name will take effect from the date on which the new name of the Company is entered on the register of companies maintained by the Registrar of Companies in the Cayman Islands. Upon the Change of Company Name becoming effective, the Company will carry out all necessary filing with the Companies Registry in Hong Kong.

Further announcement will be made by the Company regarding the effective date of the Change of Company Name.

Effects on the Change of Company Name

The proposed Change of Company Name will not, by itself, affect any of the rights of the Shareholders, holders of convertible bond and warrants issued by the Company. All existing Share certificates, warrant certificates or convertible bonds of the Company in issue bearing the existing name of the Company will continue to be evidence of their respective legal title and valid for trading, settlement, registration and delivery purposes (as the case maybe). Any new certificates for Shares, convertible bonds and warrants of the Company issued after the change of company name having become effective will be issued under the Company’s new name. There will not be any arrangement for free exchange of the existing Share certificates, warrant certificates or convertible bonds of the Company in respect of the Company’s new name.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Subject to and conditional upon the passing of resolutions by the Shareholders approving the Increase in Authorised Share Capital and the Change of Company Name as set out in resolutions no. 6 and 7 of the Notice, a special resolution, which is set out in resolution no. 8 of the Notice, will be proposed by the Company to approve the corresponding amendments to the Memorandum and Articles of Association and to adopt the form of the amended and restated Memorandum and Articles of Association which consolidates and incorporates all of the proposed amendments referred to in resolution no. 8 of the Notice and all previous amendments made pursuant to resolutions passed by the Shareholders in general meetings.

— 7 —

LETTER FROM THE BOARD

NOTICE OF ANNUAL GENERAL MEETING

The Notice is set out on pages 12 to 18 of this circular. Resolutions to be proposed at the AGM include, inter alia:

• (i) an ordinary resolution to approve the proposed re-election of the retiring Directors, namely Messrs Cao Zhong and Fung Tsun Pong as the executive Directors; Mr Neil Bush as a non-executive Director and Mr. Jing Baoli as an independent nonexecutive Director respectively;

• (ii) an ordinary resolution to approve the proposed grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the Shares in the issued share capital of the Company as at the date of passing such resolution;

• (iii) an ordinary resolution to increase the authorised share capital of the Company to HK$500,000,000 divided into 50,000,000,000 ordinary shares of a par value of HK$0.01 each;

• (iv) a special resolution to approve the proposed Change of Company Name from “China Timber Resources Group Limited” to “China Resources and Transportation Group Limited” and to adopt the Chinese name “ 中國資源交通集團有限公司 ” as part of its registered name; and

• (v) a special resolution to approve and amend the Memorandum and Articles of Association to the extent necessary pursuant to items (iii) and (iv) above and to adopt an amended and restated Memorandum and Articles of Association.

FORM OF PROXY

A proxy form for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

VOTING BY POLL

Pursuant to rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll.

— 8 —

LETTER FROM THE BOARD

At the AGM, the chairman of the meeting will exercise his power under the Articles of Association to put all the resolutions set out in the Notice to the vote by way of poll.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATIONS

The Directors believe that the General Mandate is in the best interest of the Company and the Shareholders as a whole, and that an exercise of the General Mandate to allot and issue new Shares will enable the Company to take advantage of market conditions to raise additional capital for the Company.

The Directors also believe that the proposed resolutions in respect of re-election of retiring Directors, increase in Authorised Share Capital, Change of Company Name, amendments to the Memorandum and Articles of Association and other resolutions to be proposed at the AGM are all in the best interest of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, By Order of the Board Cao Zhong Chairman

— 9 —

APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

This appendix provides you with the biographical details of the Directors who will retire from their offices at the AGM and being, eligible, will offer themselves for re-election, at the AGM in accordance with the Articles of Association.

PROPOSED DIRECTORS

Mr. Cao Zhong , aged 51, has been appointed as an executive Director, the chairman of the Board and the chief executive officer of the Company since 19 November 2010. Mr. Cao was graduated from Zhejiang University and the Graduate School of the Chinese Academy of Social Sciences, the PRC with a bachelor degree in engineering and a master degree in economics respectively. Since 1988, Mr. Cao has served various institutions such as the National Development and Reform Commission of China, Guangdong Province Huizhou Municipal People’s Government, Beijing International Trust and Investment Company Limited, Shougang Corporation and the Development Research Centre of the State Council of China. Mr. Cao remains as a non-executive director and the vice chairman of the board of Shougang Concord International Enterprises Company Limited (“ Shougang Concord ”) (Stock Code: 697). He is also a director of Mount Gibson Iron Limited (Stock Code: NGX), a company listed on the Australian Securities Exchange.

Mr. Cao has also held various managerial positions in companies including: the deputy chairman and general manager of Shougang Holding (Hong Kong) Limited (“ Shougang Holding ”); a director of Grand Invest International Limited (“ Grand Invest ”) and China Gate Investments Limited (“ China Gate ”) — Shougang Holding, Grand Invest and China Gate are substantial shareholders of Shougang Concord; an executive director and the general manager of Shougang Concord, vice chairman and general manager of Shougang Concord Grand (Group) Limited (“ Shougang Grand ”) (Stock Code: 730), an executive director and general manager of Shougang Fushan Resources Group Limited (Stock Code: 639); and the chairman of the board of directors of Shougang Concord Century Holdings Limited (Stock Code: 103), Shougang Concord Technology Holdings Limited (Stock Code: 521) and Global Digital Creations Holdings Limited (Stock Code: 8271) which is a subsidiary of Shougang Grand. Mr. Cao resigned from those positions on 10 May 2010. In addition, he was an executive director of APAC Resources Limited (Stock Code: 1104) from April 2007 as well as a chairman from May 2007 to October 2009.

As at the Latest Practicable Date, Mr. Cao beneficially interested in 2,000,000,000 Shares, approximately 9.90% of the issued share capital of the Company.

Mr. Fung Tsun Pong , aged 51, has been appointed as an executive Director since 22 September 2004. Mr. Fung has over 20-year experience in property development, logistics, investment banking and company management. Mr. Fung has held senior management positions in various companies incorporated in Hong Kong, British Virgin Islands and Samoa.

— 10 —

APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Fung is beneficially interested in 2,116,862,449 Shares, approximately 10.48% of the issued share capital of the Company.

Mr. Neil Bush , aged 55, has been appointed as a non-executive Director since 7 December 2010. Mr. Bush was graduated from Tulane University with a Bachelor’s degree in International Economics and the Tulane University Freeman School of Business with a Master’s degree in Business Administration. In 1980, Mr. Bush worked with Amoco Production Company in Denver, Colorado the United States. In the 1980s, Mr. Bush formed two independent oil companies which explored oil resources in various states including Wyoming, Colorado, California, and Michigan of the United States and in Argentina. In the 1990s, Mr. Bush diversified in the oil industry by becoming a part owner of Ultrafloat Corporation, a Houston based company that supplies conservation equipment to oil field storage facilities. For the past fifteen years he has founded a cutting edge education technology company and engaged in various international business development activities with a focus on Asia and the Middle East. Mr. Bush re-entered the oil and gas business by forming Nexus Energy Corporation in December 2008, which has actively developed international projects in Africa and Asia. In addition, Mr. Bush is the Chairman of TX Oil and the President of ATX Oil and through these entities he is involved in upstream oil and gas development in the United States and Turkmenistan. Mr. Bush also serves as the Chairman of the Points of Light Institute, a national charitable organization formed by President George H.W. Bush in 1989 that promotes citizen service through volunteerism in communities all across America and increasingly overseas.

Mr. Jing Baoli , aged 45, has been appointed as an independent non-executive Director since 28 February 2006. Mr. Jing was graduated from Beijing University Law School with a Bachelor’s degree in Laws in 1987 and acquired a Master’s degree in Laws from Lanzhou University in 1997. After graduation from Beijing University, he was assigned to the High Court of Gansu Province and worked in various positions till 1997. In 1997, Mr. Jing joined Gansu Tianhe Law Firm as a partner and in 1999, he joined Beijing Shuang Cheng Law Firm as an attorney-at-law. In August 2007, Mr. Jing joined China Commercial Law Company, Guangdong.

As at the Latest Practicable Date, each of Mr. Bush and Mr. Jing does not hold any interest or short position in the shares, underlying shares and debentures of the Company.

Save as disclosed above and to the best of the Board’s knowledge, information and belief, having made all reasonable enquiries, there is no other information relating to the proposed re-election of the retiring Directors that needs to be disclosed pursuant to Rules 13.51(2) of the Listing Rules nor the Board is aware of any other matter that need to be brought to the attention of the holders of securities of the Company in respect of the above proposed appointments.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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CHINA TIMBER RESOURCES GROUP LIMITED

（中國木業資源集團有限公司 *）

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

NOTICE IS HEREBY GIVEN that an annual general meeting of China Timber Resources Group Limited (the “Company”) will be held at the Lounge, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, on Thursday, 11 August 2011 at 11 a.m. for the purpose of considering the following resolutions:

AS ORDINARY BUSINESS

• A. To consider and, if thought fit, passing with or without amendments, the following resolutions as Ordinary Resolutions THAT:

• To receive and consider the audited financial statements and the reports of directors of the Company (“Directors”) and of the auditors for the year ended 31 March 2011.

• To re-elect the retiring Directors, Messrs Cao Zhong and Fung Tsun Pong as the executive Directors; Mr Neil Bush as a non-executive Director and Mr. Jing Baoli as an independent non-executive Director respectively.

• To authorise the board of Directors (“Board”) to fix the Directors’ remuneration.

• To re-appoint the retiring auditors BDO Limited for the ensuing year and to authorize the Board to fix their audit fee.

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

AS SPECIAL BUSINESS

B. To consider and, if thought fit, passing with or without amendments, the following resolutions as Ordinary Resolutions:

“ THAT :

1. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.01 each in the capital of the Company (“Shares”) and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

2. (b) the Directors be and are hereby authorized during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers during or after the end of the Relevant Period;

3. (c) the aggregate nominal amount of Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph 5 (a) and (b), otherwise than pursuant to (i) a Right Issue (as hereinafter defined), (ii) the exercise of any rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are otherwise convertible into Shares, (iii) the exercise of any options granted under a share option scheme or similar arrangement of the Company for the time being adopted by the Company, or (iv) an issue of Shares in lieu of the whole or part of a dividend on Shares or any script dividend scheme or similar arrangement providing for the allotment of Shares in accordance with the Memorandum and Articles of Association of the Company from time to time, shall not exceed the aggregate of twenty per cent (20%) of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval be limited accordingly; and

— 13 —

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (d) for the purpose of this Resolution:

“ Relevant Period ” means the period from the time of passing this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares and/or warrants on the respective registers of the Company on a fixed record date in proportion to their then holdings of such Shares and/or warrants (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).”

1. “ THAT the authorised share capital of the Company be increased from HK$300,000,000 divided into 30,000,000,000 ordinary shares of a par value of HK$0.01 each to HK$500,000,000 divided into 50,000,000,000 ordinary shares of a par value of HK$0.01 each by the creation of an additional 20,000,000,000 new ordinary shares of a par value of HK$0.01 each, which shall rank pari passu in all respect with the existing issued and unissued shares in the capital of the Company; and any one Director be and is hereby authorised to execute all such documents, instruments and agreements and to do all such acts and deeds as he may deem necessary or desirable for or in connection with the increase in the authorised share capital of the Company and the matters contemplated thereunder.”

— 14 —

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• C. To consider and, if thought fit, passing with or without amendments, the following resolutions as Special Resolutions:

• “ THAT subject to and conditional upon the approval by the Registrar of Companies in the Cayman Islands, the Company’s name be changed from “China Timber Resources Group Limited” to “China Resources and Transportation Group Limited” and the Chinese name “ 中國資源交通集團有 限公司 ” be adopted as part of its registered name.”

• (A) “ THAT the Memorandum of Association of the Company (the “Memorandum”) be and are hereby amended in the following manner:

  • (1) subject to the approval of resolution numbered 7 above:

    • (a) by deleting the existing Clause 1 of the Memorandum in its entirety and substituting therefor the following:

      • “The name of the Company is China Resources and Transportation Group Limited（中國資源交通集團有限公 司）.”

    • (b) by deleting the existing Clause 3 in its entirety and substituting therefor the following:

“The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law, Cap. 22 as amended.”

• (c) by deleting the existing Clause 4 in its entirety and substituting therefor the following:

“The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Law, Cap. 22 as amended.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

  - (d) by deleting the existing Clause 5 in its entirety and substituting therefor the following:

     - “Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks and Trust Companies Law (2009 Revision) (as amended), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law (2008 Revision) (as amended), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision) (as amended).

• (2) subject to the approval of resolution numbered 6 above, by deleting the words “HK$300,000,000 divided into 30,000,000,000” in the existing Clause 8 of the Memorandum and substituting therefor the words “HK$500,000,000 divided into 50,000,000,000”.

• (B) “ THAT the Articles of Association of the Company (the “Articles of Association”) be and are hereby amended in the following manner:

• (1) subject to the approval of resolution numbered 7 above, by deleting the existing definition of “the Company” or “this Company” in Article 2 of the Articles of Association in its entirety and substituting therefor the following:

““the Company” or “this Company” shall mean China Resources and Transportation Group Limited（中國資源交通集團有限公司）.”

• (2) subject to the approval of resolution numbered 6 above, by deleting the existing Article 4 of the Articles of Association in its entirety and substituting therefor the following:

• “4. The authorised share capital of the Company shall be HK$500,000,000 divided into 50,000,000,000 shares of a par value of HK$0.01 each.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (C) the amended and restated Memorandum and Articles of Association in the form of the document marked “A” and produced to the meeting and for the purpose of identification signed by the chairman of the meeting, which consolidates and incorporates all of the proposed amendments referred to above and all previous amendments made pursuant to resolutions passed by the shareholders of the Company in general meetings be approved and adopted in substitution for and to the exclusion of the existing Memorandum and Articles of Association, and any Director or a person duly authorised by the Board be authorised to execute all documents, instruments and to do all such acts and deeds as he may deem necessary or desirable for or in connection with the adoption of the amended and restated Memorandum and Articles of Association.”

By Order of the Board Cao Zhong Chairman

Hong Kong, 8 July 2011

Principal place of business:

Room 1801-07, China Resources Building 26 Harbour Road, Wanchai

Hong Kong

Notes:

• (a) A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must be present in person to represent the member.

• (b) If the appointer is a corporation, the form of proxy must be under its common seal, or under the hand of an officer or attorney duly authorized on its behalf.

• (c) In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and delivery of the form of proxy will not preclude a member from attending and voting at the meeting if he so wishes. In the event that he attends the meeting after having lodged the form of proxy, the form of proxy will be deemed to have been revoked.

• (d) With respect to the resolution no. 5, approval is being sought from shareholders of the Company for a general mandate to issue Shares to be given to the Directors. The Directors wish to state that they have no immediate intention to issue any new Shares. Approval is being sought from the shareholders of the Company as a general mandate for the purpose of compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (e) Where there are joint registered holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.

As at the date of this notice, the Board comprises three executive Directors, namely Messrs Cao Zhong, Fung Tsun Pong and Tsang Kam Ching, David; a non-executive Director, namely Mr. Neil Bush and three independent non-executive Directors, namely Messrs Yip Tak On, Jing Baoli and Bao Liang Ming.

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