Central Development Holdings Limited — Proxy Solicitation & Information Statement 2013

Jul 29, 2013

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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)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We[1] of being the registered holder(s) of shares[2] of HK$0.01 each in the capital of China Resources and Transportation Group Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of

as my/our proxy to attend and vote for me/us at the special general meeting (or at any adjournment thereof) of the Company (the “ EGM ”) to be held at the Oasis Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, on Monday, 26 August 2013 at 10:30 a.m. and to vote for me/us as indicated below or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR4	AGAINST4
1.	To approve the Capital Increase Agreement (as defined in the circular of the
	Company dated 30 July 2013, the “Circular”) and to approve and authorise any
	one director of the Company to do all such acts or things and sign all documents
	necessary in connection with the matters			contemplated in the Capital Increase
	Agreement.
2.	To approve the First CB Agreement	(as defined in the			Circular) and the issue of
	the conversion shares upon the conversion of the First Convertible Bonds (as
	defined in the Circular) and to approve and authorise any one director of the
	Company to do all such acts or things and sign all				documents necessary in
	connection with the matters contemplated in the First				CB Agreement.
3.	To approve the Second CB Agreement		(as	defined in the Circular) and the issue
	of the conversion shares upon the conversion of the Second Convertible Bonds
	(as defined in the Circular) and to approve and authorise any one director of the
	Company to do all such acts or things and sign all				documents necessary in
	connection with the matters contemplated in the Second CB Agreement.
4.	To approve the Third CB Agreement (as defined in the				Circular) and the issue of
	the conversion shares upon the conversion of the Third Convertible Bonds (as
	defined in the Circular) and to approve and authorise any one director of the
	Company to do all such acts or things and sign all				documents necessary in
	connection with the matters contemplated in the Third CB Agreement.
5.	To approve the Fourth CB Agreement (as defined in the Circular) and the issue of
	the conversion shares upon the conversion of the Fourth Convertible Bonds (as
	defined in the Circular) and to approve and authorise any one director of the
	Company to do all such acts or things and sign all				documents necessary in
	connection with the matters contemplated in the Fourth CB Agreement.
6.	To approve the Fifth CB Agreement (as defined in the				Circular) and the issue of
	the conversion shares upon the conversion of the Fifth Convertible Bonds (as
	defined in the Circular) and to approve and authorise any one director of the
	Company to do all such acts or things and sign all				documents necessary in
	connection with the matters contemplated in the Fifth CB Agreement.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR4	AGAINST4	AGAINST4
7.	To approve the Sixth CB Agreement (as defined in the Circular) and the issue of
	the conversion shares upon the conversion of the Sixth Convertible Bonds (as
	defined in the Circular) and to approve and authorise any one director of the
	Company to do all such acts or things and sign all documents necessary in
	connection with the matters contemplated in the Sixth CB Agreement.
8.	To approve the Seventh CB Agreement (as defined in the Circular) and the issue
	of the conversion shares upon the conversion of the Seventh Convertible Bonds
	(as defined in the Circular) and to approve and authorise any one director of the
	Company to do all such acts or things and sign all documents necessary in
	connection with the matters contemplated in the Seventh CB Agreement.
9.	To approve the First Share Agreement (as defined			in the Circular) and the issue
	of the First Subscription Shares (as defined in the			Circular) and to approve and
	authorise any one director of the Company to do all such acts or things and sign
	all documents necessary in connection with the			matters contemplated in the
	First Share Agreement.
10.	To approve the Second	Share Agreement (as defined in the Circular) and the
	issue of the Second Subscription Shares (as defined in the Circular) and to
	approve and authorise any		one director of the Company to do all such acts or
	things and sign all documents necessary in connection with the matters
	contemplated in the Second Share Agreement.

Dated this day of 2013 Signature(s)[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, the form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING or” here inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . Failure to complete any or all boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation must under its common seal or under the hand of an officer or attorney duly authorised.

6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the EGM in person to represent you.