Central Development Holdings Limited — Share Issue/Capital Change 2012

Jun 27, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ZHONG FA ZHAN HOLDINGS LIMITED 中 發 展 控 股 有 限 公 司

(Incorporated in Cayman with limited liability)

(Stock Code: 475)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

The board of directors (the ‘‘Board’’) of Zhong Fa Zhan Holdings Limited (the ‘‘Company’’) hereby announces that the Company has granted to eligible participants (the ‘‘Grantees’’), subject to acceptance by the Grantees, a total of 24,090,000 share options (the ‘‘Share Options’’) to subscribe for ordinary shares of nominal value of HK$0.01 each in the share capital of the Company (the ‘‘Share(s)’’) under its share option scheme adopted on 26 February 2007, details of which are set out as below:

Date of grant:

27 June 2012 (the ‘‘Date of Grant’’)

Exercise price of Share HK$1.53 per Share (being the higher of: (i) the closing price of Options granted: HK$1.53 per Share as stated in the Stock Exchange’s daily quotations sheets on the Date of Grant; (ii) the average closing price of HK$1.53 per Share as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the Date of Grant; and (iii) the nominal value of the Share.)

Number of Share Options 24,090,000 Share Options (each Share Option shall entitle the granted: holder of the Share Option to subscribe for one Share of the Company)

Closing price of the HK$1.53 per share Shares on the Date of Grant:

Validity period of the Valid from 27 June 2012 to 30 December 2016 Share Options:

– 1 –

Of the total 24,090,000 Share Options, 14,490,000 Share Options were granted to the directors of the Company and 9,600,000 Share Options to others with details as follows:

Name of Grantee Capacity Mr. Wu Hao Executive Director Mr. Hu Yangjun Executive Director Mr. Hu Yishi Executive Director Mr. Chan Wing Yuen, Hubert Executive Director Mr. Li Wei Qi, Jacky Non-executive Director Mr. Wu Chi Keung Independent Non-executive Director Mr. Heung Chee Hang, Eric Independent Non-executive Director Ms. Kwok Pui Ha Independent Non-executive Director Other Grantees Total	Number of Share Options granted 2,736,000 2,736,000 2,736,000 2,736,000 2,736,000 270,000 270,000 270,000
	14,490,000 9,600,000
	24,090,000

The grant of Share Options to all the directors of the Company has been approved by the independent non-executive directors of the Company (‘‘Independent Non-executive Director’’) and each of the Independent Non-executive Director has abstained from voting on the resolution in respect of the grant of Share Options to himself.

Each of the Grantees has also abstained from voting in the board meeting so far as the resolution for the approval of the grant of Share Options to each of them was concerned.

Save as disclosed in this announcement, none of the Grantees of the Share Options is a director, chief executive or substantial shareholder of the Company, nor an associate (as defined in the Listing Rules) of any of them.

By Order of the Board ZHONG FA ZHAN HOLDINGS LIMITED Chan Wing Yuen, Hubert Chief Executive & Executive Director

Hong Kong, 27 June 2012

As at the date of this announcement, the Board consists of four executive Directors, namely Mr. Wu Hao, Mr. Hu Yangjun, Mr. Hu Yishi and Mr. Chan Wing Yuen, Hubert; a nonexecutive Director, namely Mr. Li Wei Qi, Jacky; and three independent non-executive Directors, namely Mr. Wu Chi Keung, Mr. Heung Chee Hang, Eric and Ms. Kwok Pui Ha.

– 2 –