Central Development Holdings Limited — Proxy Solicitation & Information Statement 2016

Aug 22, 2016

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 Resources and Transportation 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 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 circular.

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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)

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE 2016 CONVERTIBLE BONDS PROPOSED RE-ELECTION OF DIRECTORS

AND NOTICE OF EGM

The notice convening the EGM of the Company to be held at 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (中國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 Thursday, 8 September 2016 at 11:15 a.m. (or such time immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place, whichever is later) is set out on pages 15 to 16 of this circular.

A proxy form for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, 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, Level 22, Hopewell Centre, 183 Queen’s Road East, 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 EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) if you so wish.

23 August 2016

CONTENTS

		Pages
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I	– Details of Directors Proposed for Re-election . . . . . . . . . .	13
Appendix II	– Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

• “2016 Convertible Bonds”

• the 9% convertible bonds in the aggregate principal amount of HK$800 million issued by the Company, details of which are set out in the Company’s announcement dated 28 November 2014

• “Amendment Agreement”

• the amendment agreement dated 10 August 2016 entered into between the Company and the Bondholder in relation to the 2016 Convertible Bonds amendments

• “Appointments”

• the appointment of Mr. Jiang as an executive Director and Mr. Xue as an independent non-executive Director with effect from 12 August 2016

• “Articles of Association”

• the Articles of Association of the Company

• “Associates”

• has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of Directors

• “Bondholder”

• Strait Capital Service Limited, an exempted company incorporated in the Cayman Islands with limited liability

• “Company”

• China Resources and Transportation Group Limited, a company incorporated in Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 269)

• “connected person(s)”

• has the meaning ascribed to it under the Listing Rules

• “Conversion Share(s)”

• the new Shares to be issued upon the exercise of the conversion rights attached to the 2016 Convertible Bonds

• “Director(s)”

• the director(s) of the Company

– 1 –

DEFINITIONS

• “EGM”

• the extraordinary general meeting of the Company to be convened and held to consider, and if thought fit, to approve the Amendment Agreement and the transactions contemplated therein, including the grant of the Specific Mandate and the re-election of Directors

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 18 August 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Mr. Jiang”

• Mr. Jiang Tao, an executive Director and the chief executive officer of the Company

• “Mr. Xue”

• Mr. Xue Baozhong, an independent non-executive Director

• “Original Specific Mandate”

• the specific mandate to allot and issue new Shares granted to the Board pursuant to the ordinary resolution 4(b) at the extraordinary general meeting of the Company held on 28 January 2015

• “PRC”

• the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

• “Proposed Amendments”

• the proposed amendments to the 2016 Convertible Bonds pursuant to the terms of the Amendment Agreement

• “Share(s)”

• ordinary share(s) of HK$0.20 each in the share capital of the Company

• “Shareholder(s)”

The holder(s) of issued Shares

– 2 –

DEFINITIONS

• “Specific Mandate”

• “Strait Fund”

• “Stock Exchange”

• “Subscription Agreement”

“%”

the specific mandate proposed to be granted to the Directors at the EGM to allot, issue and deal with the Shares to be allotted upon conversion of the 2016 Convertible Bonds

Strait CRTG Fund, L.P., a Cayman Islands exempted limited partnership, which is an investment fund managed by the Bondholder

The Stock Exchange of Hong Kong Limited

the subscription agreement dated 28 November 2014 entered into between the Company and the Bondholder in relation to the subscription of the 2016 Convertible Bonds

per cent

– 3 –

LETTER FROM THE BOARD

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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)

Directors Executive Directors Mr. Cao Zhong (Chairman) Mr. Fung Tsun Pong (Vice-Chairman) Mr. Duan Jingquan Mr. Tsang Kam Ching, David (Finance Director) Mr. Gao Zhiping Mr. Jiang Tao (Chief Executive Officer)

Registered Office

Sterling Trust (Cayman) Limited Whitehall House 238 North Church Street P.O. Box 1043 George Town Grand Cayman, KY1-1102 Cayman Islands

Non-Executive Director

Mr. Suo Suo Stephen

Independent Non-Executive Directors

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

Head office and Principal Place of Business Room 1801-07, 18/F China Resources Building 26 Harbour Road Wanchai Hong Kong

23 August 2016

To the Shareholders:

Dear Sirs or Madams,

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE 2016 CONVERTIBLE BONDS PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF EGM

Reference is made to the announcement of the Company dated 10 August 2016 in relation to the Proposed Amendments. Reference is made to the announcement of the Company dated 12 August 2016 in relation to the Appointments. Shareholders should note that the Appointments are not related to the Proposed Amendments. The purpose of this circular is to provide you with further information regarding the Proposed Amendments and the proposed re-election of Directors together with the notice of the EGM.

– 4 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE 2016 CONVERTIBLE BONDS

INTRODUCTION

Reference is made to the announcements of the Company dated 28 November 2014, 28 January 2015, 10 February 2015 and 6 November 2015, and circular of the Company dated 9 January 2015 in relation to, among other things, the issue of the 2016 Convertible Bonds.

As at the Latest Practicable Date, none of the 2016 Convertible Bonds have been redeemed nor converted, the outstanding amount of the 2016 Convertible Bonds is HK$800 million and the conversion price of the 2016 Convertible Bonds is HK$1.07 per Conversion Share taking into account the intervening adjustments since the issue of the 2016 Convertible Bonds.

THE AMENDMENT AGREEMENT

Date

10 August 2016

Parties

the Company and the Bondholder

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, except for the holding of the 2016 Convertible Bonds, each of the Bondholder and its ultimate beneficial owners is a third party independent of the Company and connected persons of the Company.

The Proposed Amendments

Pursuant to Amendment Agreement, the Company and the Bondholder agreed to amend certain terms and conditions of the 2016 Convertible Bonds as follows:

• i. the maturity date for the 2016 Convertible Bonds will be extended from 24 October 2016 to 24 January 2017;

• ii. the conversion right of the Bondholder will similarly be extended to cover the period from 24 October 2016 to 24 January 2017;

• iii. the conversion price, which was originally HK$0.20 per Share of HK$0.01 each and is currently HK$1.07 per Share as a result of intervening adjustments since the issue of the 2016 Convertible Bonds, will be reset at HK$0.20 per Share; and

• iv. provisions will be added to make clear that no transfer or conversion of 2016 Convertible Bonds is permitted to the extent it triggers a change in control under the Hong Kong Code on Takeovers and Mergers.

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LETTER FROM THE BOARD

Except as disclosed above, there are no other material amendments to the terms of the 2016 Convertible Bonds.

Conditions precedent

The Proposed Amendments are subject to the following conditions precedent:

• i. the Shareholders in the EGM approving the Proposed Amendments including the extension of conversion period for the conversion of the 2016 Convertible Bonds;

• ii. all necessary consents and approvals required to be obtained on part of the Bondholder in respect of the Proposed Amendments having been obtained; and

• iii. the Stock Exchange approving:

• (a) the Proposed Amendments; and

• (b) listing on the Stock Exchange of Conversion Shares arising from conversion of the 2016 Convertible Bonds during the extended conversion period as mentioned above.

In the event that the conditions precedent set out above are not satisfied by 24 October 2016, the Amendment Agreement shall terminate and cease to be of any effect and neither party thereto shall have any claim against the other party for any costs, damages, compensation or otherwise in respect of the Amendment Agreement other than in respect of antecedent breaches thereof.

As at the Latest Practicable Date, except for condition (iii)(a), none of the above conditions precedent have been completely satisfied.

Adjusted conversion price per Conversion Share

The adjusted conversion price of HK$0.20 per Conversion Share represents:

• i. a discount of 81.31% to the original conversion price (taking into account the intervening adjustments since the issue of the 2016 Convertible Bonds) of HK$1.07 per Conversion Share;

• ii. a premium of 83.49% to the closing price of HK$0.109 per Share as quoted on the Stock Exchange on 10 August 2016 (the date of the Amendment Agreement);

• iii. a premium of 85.87% to the average closing price of approximately HK$0.108 per Share as quoted on the Stock Exchange for the last five trading days up to and including 10 August 2016 (the date of the Amendment Agreement);

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LETTER FROM THE BOARD

• iv. a premium of 85.01% to the average closing price of approximately HK$0.108 per Share as quoted on the Stock Exchange for the last ten trading days up to and including 10 August 2016 (the date of the Amendment Agreement); and

• v. a premium of approximately 88.68% to the closing price of HK$0.106 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

Assuming the conversion rights attaching to the 2016 Convertible Bonds are exercised in full at the adjusted conversion price of HK$0.20 per Conversion Share, 4,000,000,000 Conversion Shares will fall to be issued to the Bondholder, representing approximately 59.23% of the issued capital of the Company as at the Latest Practicable Date and approximately 37.20% of the issued share capital of the Company as enlarged by the issue and allotment of the Conversion Shares.

Conversion restrictions

Pursuant to the terms of the Subscription Agreement, no conversion rights attaching to the 2016 Convertible Bonds shall be exercised and the Company shall not issue any Shares and the relevant 2016 Convertible Bonds shall continue until redeemed on maturity Date if and to the extent that upon such issue, the shareholding in the Company held by the public shall be less than 25% or the minimum prescribed percentage as set out in the Listing Rules from time to time (“ Minimum Public Float Restriction ”).

Pursuant to the terms of the Amendment Agreement, in addition to the Minimum Public Float Restriction, no conversion rights attaching to the 2016 Convertible Bonds shall be exercised and the Company shall not issue any Shares and the relevant 2016 Convertible Bonds shall continue until redeemed on maturity Date if and to the extent that upon such issue, a change in control under the Hong Kong Code on Takeovers and Mergers is triggered (the “ Change of Control Restriction ”, together with the Minimum Public Float Restriction, the “ Restrictions ”).

Taking into account the Restrictions, please refer to note (k) and note (l) of the notes to the shareholding structure table under the paragraph headed “EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY” in this letter in relation to the Bondholder’s shareholding upon conversion of the 2016 Convertible Bonds.

Specific Mandate to issue the Conversion Shares

On 28 January 2015, Shareholders granted an Original Specific Mandate to the Directors for the allotment and issue of new Shares upon exercise of the conversion rights attached to the 2016 Convertible Bonds. Due to the extended maturity date of the 2016 Convertible Bonds, the Conversion Shares will be issued under a revised Specific Mandate which will supersede the Original Specific Mandate and is subject to the approval of the Shareholders at the EGM.

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LETTER FROM THE BOARD

Ranking

The Conversion Shares, when fully paid, issued and allotted, will rank pari passu in all respects with all Shares in issue as at the date of issue of the Conversion Shares.

Listing application for the Conversion Shares

An application will be made by the Company to the Stock Exchange for the granting of the listing of, and the permission to deal in the Conversion Shares.

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out (i) the existing shareholding structure of the Company as at the Latest Practicable Date; (ii) the shareholding structure of the Company upon full conversion of the 2016 Convertible Bonds; (iii) the shareholding structure of the Company upon full conversion of all outstanding convertible securities of the Company; and (iv) the shareholding structure of the Company upon full conversion of all outstanding convertible securities of the Company taking into account the Restrictions:

Name Cao Zhong_(Note a) Fung Tsun Pong(Note b) Miao Zhenguo(Note c) Bondic International Holdings Limited(Note d) Turbo View Investment Limited(Note e) Bondholder Strait Fund(Note g) Subtotal of Strait Fund and the Bondholder China Life Insurance (Overseas) Company Ltd. (Note f) Cross-Strait Capital Limited (Note h) Other shareholders(Note j)_	As at the Latest Practicable Date No. of Shares % 982,125,000 14.54 958,345,610 14.19 717,500,000 10.63 650,000,000 9.63 375,000,000 5.55 – – – – – – 50,000,000 0.74 – – 3,019,425,360 44.72 6,752,395,970 100.00	Immediately upon full conversion of the 2016 Convertible Bonds No. of Shares % 982,125,000 9.13 958,345,610 8.91 717,500,000 6.68 650,000,000 6.04 375,000,000 3.49 4,000,000,000 (note k) 37.20 – – 4,000,000,000 37.20 50,000,000 0.47 – – 3,019,425,360 28.08 10,752,395,970 100.00	Immediately upon full conversion of all outstanding convertible securities (Note i) No. of Shares % 982,125,000 6.27 958,345,610 6.11 717,500,000 4.57 650,000,000 4.14 375,000,000 2.40 4,000,000,000 25.50 3,500,000,000 22.31 7,500,000,000 (Note l) 47.81 1,451,869,159 9.26 29,906,542 0.19 3,019,425,360 19.25 15,684,171,671 100.00	Immediately upon full conversion of all outstanding convertible securities taking into account the Restrictions (Notes i, l) No. of Shares % 982,125,000 8.40 958,345,610 8.20 717,500,000 6.14 650,000,000 5.56 375,000,000 3.21 1,870,667,810 15.99 1,636,834,334 13.99 3,507,502,144 29.99 1,451,869,159 12.42 29,906,542 0.26 3,019,425,360 25.83 11,691,673,815 100.00	Immediately upon full conversion of all outstanding convertible securities taking into account the Restrictions (Notes i, l) No. of Shares % 982,125,000 8.40 958,345,610 8.20 717,500,000 6.14 650,000,000 5.56 375,000,000 3.21 1,870,667,810 15.99 1,636,834,334 13.99 3,507,502,144 29.99 1,451,869,159 12.42 29,906,542 0.26 3,019,425,360 25.83 11,691,673,815 100.00
					29.99 12.42 0.26 25.83
					100.00

– 8 –

LETTER FROM THE BOARD

Notes:

• a. Mr. Cao Zhong, the chairman of the Company and an executive Director is interested in 33,800,000 Shares personally and 948,325,000 Shares through Champion Rise International Limited, a company wholly owned by him. In addition, as at the Latest Practicable Date, HK$400 million of the 2016 Convertible Bonds has been charged in favour of Leftover Most Holdings Limited, a company wholly-owned by Mr. Cao Zhong (“ Charged Bonds ”). Accordingly, Mr. Cao Zhong is also deemed to be interested in the Charged Bonds.

• b. Mr. Fung Tsun Pong, the vice chairman of the Company and an executive Director, holds 310,590,610 Shares personally and 647,755,000 Shares through Ocean Gain Limited, a company wholly owned by him.

• c. Mr. Miao Zhenguo holds 693,000,000 Shares personally and 24,500,000 Shares through Goldtex Group Limited, a company wholly owned by him. To the best of the information knowledge and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, Mr. Miao is a third party independent of the Company.

• d. Bondic International Holdings Limited is wholly owned by Mr. Cheung Chung Kiu. To the best of the information knowledge and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, Mr. Cheung is a third party independent of the Company.

• e. Turbo View Investment Limited is wholly owned by Mr. Gao Xiao Rui. To the best of the information knowledge and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, Mr. Gao is a third party independent of the Company.

• f. China Life Insurance (Overseas) Company Ltd. is interested in an aggregate of HK$1,500,000,000 convertible bonds issued by the Company on 10 February 2015 which are convertible into 1,401,869,158 Shares at HK$1.07 per Share.

• g. Strait Fund being a Cayman Islands exempted limited partnership, is an investment fund managed by the Bondholder. Strait Fund is interested in HK$700,000,000 convertible bonds issued on 10 February 2015 by the Company which is convertible into 3,500,000,000 Shares at HK$0.20 per Share.

• h. Cross-Strait Capital Limited is interested in HK$32,000,000 convertible bonds issued by the Company on 10 February 2015, which is convertible into 29,906,542 Shares at HK$1.07 per Share.

• i. The above table is for illustration purpose only and has not taken into account the effect of the exercise of the rights of share options issued by the Company.

• j. Assuming the Bondholder and all the holders of outstanding convertible securities take no other action, other than conversion of their respective convertible securities, which will result in them becoming core connected persons (as defined in the Listing Rules) of the Company, the public float of the Company:

• (i) as at the Latest Practicable Date is 60.52%;

• (ii) immediately upon full conversion of the 2016 Convertible Bonds is 44.68%;

• (iii) immediately upon full conversion of all outstanding convertible securities is 39.76%; and

• (iv) immediately upon full conversion of all outstanding convertible securities taking into account the Restrictions is 40.92%,

• respectively, remaining above 25% in compliance with the requirements under the Listing Rules.

• k. Taking into account the Restrictions, assuming only the 2016 Convertible Bonds will be converted, the Bondholder will not be allowed to convert equal or more than 2,893,883,987 Shares, representing not more than 30% of the then enlarged share capital of the Company in order to not trigger a change in control of the Company.

• l. Strait Fund is managed by the Bondholder, so the interest of the Bondholder and Strait Fund would need to be aggregated when considering whether there is a change of control of the Company. The convertible bonds held by Strait Fund is also subject to a change of control restriction under the amended terms as disclosed in the announcement and circular of the Company dated 13 June 2016 and 29 June 2016 respectively. In the hypothetical situation that the Bondholder and Strait Fund convert their respective convertible bonds simultaneously, subject to the Restrictions, each of the Bondholder and the Strait Fund will not be allowed to convert equal or more than 1,870,667,810 Shares and 1,636,834,334 Shares respectively, which is in aggregate not more than 3,507,502,144 Shares, representing not more than 30% of the then enlarged share capital of the Company in order to not trigger a change in control of the Company.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATION

Pursuant to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible debt securities.

The Company has obtained the approval of the Stock Exchange in respect of the Proposed Amendments subject to obtaining the Shareholders’ approval on the Proposed Amendments.

REASONS AND BENEFITS OF THE PROPOSED AMENDMENTS

The Group is principally engaged in expressway operations, trading of petroleum and related products, compressed natural gas stations operations and timber operations.

The Board considers that the extended time for the repayment to the Bondholder will be beneficial to the Company and its operations by alleviating the pressure on its cashflows and profits. Furthermore, the amendment of conversion price will incentivise the Bondholder to convert all or part of the 2016 Convertible Bonds not previously converted by bringing it closer to the current market level of the share price. Based on the above, the Board is of the view that the terms of the Amendment Agreement and 2016 Convertible Bond (as amended by the Amendment Agreement) are fair and reasonable and are in the interest of the Company and its Shareholders as a whole.

In addition to bringing the conversion price of the 2016 Convertible Bonds closer to the market trading price of the Shares, the Company has undertaken various measures including discussions with the bondholders on restructuring of the bonds as disclosed in the annual report of the Company for the year ended 31 March 2016, entering into an amendment agreement with Strait Fund with respect to its bond holdings as disclosed in the announcement and circular of the Company dated 13 June 2016 and 29 June 2016 respectively. The Company notes that the maturity date of the 2016 Convertible Bonds (as amended by the Amendment Agreement) is 24 January 2017. With a view for the timely repayment of amounts owed to the Bondholder and other bondholders, the Company intends to dispose of its 86.87% equity interest of Inner Mongolia Zhunxing Heavy Haul Expressway Company Limited (內蒙古准興重載高速公路有限責任公司) (the "Disposal"), the proceeds of which is intended to be used for the repayment of the principal amount of the Company’s loans and borrowings (including amounts owed to the bondholders) together with accrued interests, on 28 June 2016, the Company entered into a letter of intent with Inner Mongolia Highway Construction and Development Co., Ltd. (內蒙古高 等級公路建設開發有限責任公司), details of which are disclosed in the announcement of the Company dated 28 June 2016, in relation to the potential Disposal. The above steps were taken with a view of strengthening the Group’s cashflows and improving the overall financial position of the Group. The Company will keep the shareholders updated by making further announcement(s).

– 10 –

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

As disclosed in the announcement of the Company dated 12 August 2016, Mr. Jiang and Mr. Xue were appointed as Directors of the Company. The Board currently comprises six executive Directors, namely Messrs Cao Zhong, Fung Tsun Pong, Duan Jingquan, Tsang Kam Ching, David, Gao Zhiping and Mr. Jiang; 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 Mr. Xue.

In accordance with Article 100 of the Articles of Association, any Director appointed as an addition to the Board will hold office only until the next general meeting and then be eligible for re-election at that meeting. Accordingly, Mr. Jiang and Mr. Xue, being the additional Directors appointed by the Board shall retire at the EGM and being eligible, have offered themselves for re-election.

Biographical details of the Directors proposed for re-election are set out in Appendix I to this circular.

EGM

The EGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the resolutions in relation to (i) the Amendment Agreement, the Proposed Amendments and the allotment and issue of the Conversion Shares under the Specific Mandate; and (ii) the re-election of Mr. Jiang and Mr. Xue.

In relation to the resolution (i) above, Mr. Cao Zhong and its associates who were interested in 982,125,000 Shares representing approximately 14.54% of the issued share capital of the Company is deemed to be interested in the Proposed Amendments and will abstain from voting at the EGM in respect of the ordinary resolution at the EGM. Except as disclosed above, to the best of the information, knowledge and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder has a material interests in the Proposed Amendments and/or the re-election of Mr. Jiang or Mr. Xue. Therefore, no Shareholder is required to abstain from voting on the resolutions for the re-election of Mr. Jiang and Mr. Xue to be proposed at the EGM.

The notice convening the EGM of the Company to be held at 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (中國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 Thursday, 8 September 2016, at 11:15 a.m. (or such time immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place, whichever is later) is set out on pages 15 to 16 of this circular.

A form of proxy for use by the Shareholders at the EGM is enclosed. Whether or not you intend to attend and vote at the EGM in person, you are requested to read the notice of EGM and complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as

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LETTER FROM THE BOARD

soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meetings should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

With reference to the paragraph “ REASONS AND BENEFITS OF THE PROPOSED AMENDMENTS ” above, the Board considers that the terms of the Amendment Agreement including the Proposed Amendments are fair and reasonable and the entering into Amendment Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution as set out in the notice of EGM.

The Directors also consider that the re-election of Mr. Jiang and Mr. Xue is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant ordinary resolutions as set out in the notice of the EGM.

ADDITIONAL INFORMATION

In the event of inconsistency, the English text of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.

By Order of the Board China Resources and Transportation Group Limited Cao Zhong Chairman

– 12 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

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

Mr. Jiang, Executive Director

Mr. Jiang , aged 36, has been appointed as the chief executive officer of the Company since 12 May 2016 and an executive Director since 12 August 2016. He graduated from the University of International Business and Economics (對外經濟貿易大學) in the PRC with a bachelor degree in economics. Prior to joining the Company, Mr. Jiang has over ten years’ experience in the banking industry and was the president of a fund management company in the PRC.

Pursuant to a service agreement entered into between Mr. Jiang and the Company for a term of 3 years commencing on 12 August 2016, Mr. Jiang is entitled to an annual salary of approximately HK$1,200,000, discretionary bonus and other benefits at the sole and absolute discretion of the Board and its remuneration committee.

Mr. Xue, Independent Non-Executive Director

Mr. Xue , aged 62, has been appointed as an independent non-executive Director since 12 August 2016. He graduated from Lan Zhou Commerce School (蘭州商學院) in the PRC, majoring in corporate management. Mr. Xue was the chairman and general manager of Gansu Provice Zhongbao Economic and Trade Co., Ltd. (甘肅省中寶經貿有限公司) and Shanghai Wanye Economic and Trade Co., Ltd. (上海萬野經貿有限公司) for the periods from 1996 to 1998 and from 1999 to 2012, respectively. During the period from 2013 to June 2016, he was the vice president of Copower Enterprise Group Limited (長和實業集團有限 公司).

Pursuant to an appointment letter entered into between Mr. Xue and the Company for a term of 2 years commencing 12 August 2016, Mr. Xue is entitled to a director’s fee of HK$120,000 per annum.

As at the Latest Practicable Date, Mr. Jiang and Mr. Xue do not hold any interest or short position in the shares, underlying shares and debentures of the Company.

The remuneration of each of Mr. Jiang and Mr. Xue was determined by reference to his duties and responsibilities, experience, performance and prevailing market conditions.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, each of Mr. Jiang and Mr. Xue has not held any position in other companies listed on the Stock Exchange or any other securities market in the last three years. In addition, each of Mr. Jiang and Mr. Xue does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company or any of their Associates.

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 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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APPENDIX II

NOTICE OF EGM

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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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Resources and Transportation Group Limited (the “ Company ”) will be held at 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (中國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 Thursday, 8 September 2016 at 11:15 a.m. (or such time immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place, whichever is later), for the purpose of considering the following ordinary resolutions:

Capitalised terms used herein without definition shall have the same meanings as in the circular issued by the Company on 23 August 2016 (the “ Circular ”), unless the context otherwise requires.

ORDINARY RESOLUTIONS

“ THAT

• 1 (a) The entering into of the Amendment Agreement, a copy of which is produced to the meeting marked “A” and initialled by the Chairman of the EGM for the purpose of identification, be and is hereby approved, confirmed and ratified, and all the transactions contemplated thereunder, including the Proposed Amendments, be and are hereby approved, confirmed and ratified;

• (b) subject to the Stock Exchange having approved the Proposed Amendments and the Listing Committee granting approval for the listing of, and permission to deal in, the Conversion Shares, the Board be and is hereby granted a Specific Mandate for the allotment and issue of not more than 4,000,000,000 Conversion Shares upon exercise of the conversion rights attaching to the 2016 Convertible Bonds, and that the Specific Mandate shall supersede the Original Specific Mandate; and

• (c) any one director of the Company be and is hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents (if any) and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement

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APPENDIX II

NOTICE OF EGM

and/or give effects to the transactions contemplated under the Amendment Agreement including but not limited to the execution of any deeds or the affixation of any seal or the issue of any certificate.

• 2 To re-elect Mr. Jiang Tao as an executive Director.

• 3 To re-elect Mr. Xue Baozhong as an independent non-executive Director.”

By Order of the Board China Resources and Transportation Group Limited Cao Zhong Chairman

Hong Kong, 23 August 2016

Principal place of business:

Room 1801-07,

18/F., 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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) 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.

• (e) The EGM is expected not to exceed half an hour, and all member and proxies shall be responsible for their own travelling expenses.

As at the date of this notice, the board of directors of the Company comprises six executive Directors, namely Mr. Cao Zhong, Mr. Fung Tsun Pong, Mr. Duan Jingquan, Mr. Tsang Kam Ching, David, Mr. Gao Zhiping and Mr. Jiang Tao; a non-executive Director namely Mr. Suo Suo Stephen; and four independent non-executive Directors, namely Mr. Yip Tak On, Mr. Jing Baoli, Mr. Bao Liang Ming and Mr. Xue Baozhong.

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