Central Development Holdings Limited — Proxy Solicitation & Information Statement 2015

Jan 8, 2015

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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] (name) of (address) 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] (name) of (address)

as my/our proxy to attend and vote for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company (the “ EGM ”) to be held at 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (深圳市南山區中心路3333號（深圳灣段） 中鐵南方總部大廈17樓) on 28 January 2015 at 11:00 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		FOR4	AGAINST4
1.	To approve the increase of the authorised share capital of the		Company from HK$500,000,000, divided into
	50,000,000,000 shares of HK$0.01 each (“Shares”), to	HK$700,000,000 by the creation of an additional
	20,000,000,000 new Shares (the “Increase of Authorised Share Capital”) and to approve and authorise any
	director of the Company to do all such acts and things and execute all documents necessary in connection
	with the matters contemplated in the Increase of Authorised Share Capital including to complete and effect
	any required filings or reports.
2.	To approve the 1st CB Subscription Agreement (as defined in the circular of the Company dated 9 January
	2015, the “Circular”), the issue of the 1st Convertible Bonds (as defined in the Circular), the allotment and
	the issue of the Conversion Shares (as defined in the Circular) upon the conversion of the 1st Convertible
	Bonds and to approve and authorize any one director of the Company to do all such further acts and things
	and to sign and execute all documents necessary in connection with the matters contemplated in the 1st CB
	Subscription Agreement including but not limited to the execution of any deeds or the affixation of any seal
	or the issue of any certificate.
3.	To approve the 2nd CB Subscription Agreement (as defined in		the Circular), the issue of the 2nd Convertible
	Bonds (as defined in the Circular), the allotment and the issue			of the Conversion Shares upon the
	conversion of the 2nd Convertible Bonds and to approve and authorize any one director of the Company to
	do all such further acts and things and to sign and execute all documents necessary in connection with the
	matters contemplated in the 2nd CB Subscription Agreement		including but not limited to the execution of
	any deeds or the affixation of any seal or the issue of any certificate.
4.	To approve the 3rd CB Subscription Agreement (as defined in		the Circular), the issue of the 3rd Convertible
	Bonds (as defined in the Circular), the allotment and the issue			of the Conversion Shares upon the
	conversion of the 3rd Convertible Bonds and to approve and authorize any one director of the Company to
	do all such further acts and things and to sign and execute all documents necessary in connection with the
	matters contemplated in the 3rd CB Subscription Agreement		including but not limited to the execution of
	any deeds or the affixation of any seal or the issue of any certificate.
5.	To approve the 4th CB Subscription Agreement (as defined in		the Circular), the issue of the 4th Convertible
	Bonds (as defined in the Circular), the allotment and the issue			of the Conversion Shares upon the
	conversion of the 4th Convertible Bonds and to approve and authorize any one director of the Company to
	do all such further acts and things and to sign and execute all documents necessary in connection with the
	matters contemplated in the 4th CB Subscription Agreement		including but not limited to the execution of
	any deeds or the affixation of any seal or the issue of any certificate.
6.	To approve the 5th CB Subscription Agreement (as defined in		the Circular), the issue of the 5th Convertible
	Bonds (as defined in the Circular), the allotment and the issue			of the Conversion Shares upon the
	conversion of the 5th Convertible Bonds and to approve and authorize any one director of the Company to
	do all such further acts and things and to sign and execute all documents necessary in connection with the
	matters contemplated in the 5th CB Subscription Agreement		including but not limited to the execution of
	any deeds or the affixation of any seal or the issue of any certificate.
7.	To approve the 6th CB Subscription Agreement (as defined in		the Circular), the issue of the 6th Convertible
	Bonds (as defined in the Circular), the allotment and the issue			of the Conversion Shares upon the
	conversion of the 6th Convertible Bonds and to approve and authorize any one director of the Company to
	do all such further acts and things and to sign and execute all documents necessary in connection with the
	matters contemplated in the 6th CB Subscription Agreement		including but not limited to the execution of
	any deeds or the affixation of any seal or the issue of any certificate.

Dated this

day of

2015

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. OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT . ANY ALTERNATION MADE TO THIS FORM

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

• Wherepresentthereat anyaremeetingjoint registeredpersonallyholdersor by ofproxy,any share,that oneanyofonetheofsaidsuchpersonspersonssomaypresentvotewhoseat anynamemeeting,standseitherfirstpersonallyon the registeror byofproxy,membersin respectin respectof suchof sharesuch shareas if heshallwerealonesolelybe entitledentitled thereto,to vote inbutrespectif morethereof.than one of such joint holders be

1. ToProgressivebe valid, Limited,this formLevelof proxy22, Hopewelltogether withCentre,any183powerQueen’sof attorneyRoad East,or otherHongauthorityKong not(iflessany)thanunder48 hourswhichbeforeit is signedthe timeor notariallyfor holdingcertifiedthe EGMcopyor anythereof,adjournmentmust be depositedthereof. at the Company’s branch share registrar in Hong Kong, Tricor 8. The proxy need not be a member of the Company but must attend the EGM in person to represent you.