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Central Development Holdings Limited Share Issue/Capital Change 2015

Feb 2, 2015

49236_rns_2015-02-02_f61f5ac3-1142-4389-bd0c-d720fca270bd.pdf

Share Issue/Capital Change

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For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31 January 2015

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer China Resources and Transportation Group Limited Date Submitted 2 February 2015

I. Movements in Authorised Share Capital

1. Ordinary Shares

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(1) Stock code : 269 Description : Ordinary Shares
Authorised share
No. of ordinary Par value capital
shares (HK$) (HK$)
Balance at close of preceding month 50,000,000,000 0.01 500,000,000
Increase/(decrease) 20,000,000,000 200,000,000
Balance at close of the month 70,000,000,000 0.01 700,000,000
(2) Stock code : Description :
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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For Main Board and GEM listed issuers

2. Preference Shares

For Main Board and GEM listed issuers
2. Preference Shares		 For Main Board and GEM listed issuers
2. Preference Shares		 For Main Board and GEM listed issuers
2. Preference Shares		 For Main Board and GEM listed issuers
2. Preference Shares		 For Main Board and GEM listed issuers
2. Preference Shares
Stock code :
Description :
No. of preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 Authorised share
capital
(State currency)
Par value
(State
currency)
3. Other Classes of Shares
Stock code :
Description :
No. of other
classes of shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 Authorised share
capital
(State currency)
Par value
(State
currency)

Total authorised share capital at the end of the month (HK$) :

700,000,000

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of the
month		 No. of ordinary shares
(1)
(2)		 No. of ordinary shares
(1)
(2)		 No of preference
shares
No. of other classes of
shares
27,009,583,895
-
-
-		 -
-
-
-
-
-
-
27,009,583,895

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy)
and class of
shares issuable		 Movement duringthe month Movement duringthe month Movement duringthe month Movement duringthe month No. of new shares
of issuer issued
during the month
pursuant thereto		 No. of new shares of issuer
which may be issued pursuant
thereto as at close of the month
Granted Exercised Cancelled Lapsed
1. Share
348,000,000
Nil
Nil
Nil
Option
Scheme
adopted on
(16 /7/2004)
ordinary
shares
(Note 1)
2. Share
Option
Nil
Nil
Nil
Nil
Scheme
adopted on
(28/08/2014)
ordinary
shares
(Note 1)
3.
(/ /)
shares
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from
exercise of options (State currency)
Nil		 Nil Nil






Nil













Nil

N/A

N/A
 348,000,000
Nil Nil

For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry -
dd/mm/yyyy)		 Currency
of
nominal
value
Nominal value
at close of
preceding
month		 Currency
of
nominal
value
Nominal value
at close of
preceding
month		 Currency
of
nominal
value
Nominal value
at close of
preceding
month		 Currency
of
nominal
value
Nominal value
at close of
preceding
month		 Currency
of
nominal
value
Nominal value
at close of
preceding
month		 Currency
of
nominal
value
Nominal value
at close of
preceding
month		 Exercised
during the
month		 Nominal
value at close
of the month		 Nominal
value at close
of the month		 Nominal
value at close
of the month		 No. of new
shares of issuer
issued during the
month pursuant
thereto		 No. of new
shares of issuer
issued during the
month pursuant
thereto		 No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month		 No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
1.2,000 million
conditional warrants
issued to Joint Gain
Holdings Limited
exercisable subject to
certain conditions on or
before 20 December
2015
Stock code (if listed)
Class of shares
issuable_(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.
( / / )
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
( / / )
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
( / / )
Stock code (if listed)
Class of shares
issuable(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)		 HK$ 960,000,000 Nil 960,000,000
Nil		 2,000,000,000
N/A






Ordinary
HK$0.48
(/ /)


(/ /)






(/ /)
Nil 2,000,000,000
(/ /)
N/A
N/A

For Main Board and GEM listed issuers Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description
Currency of
amount
outstanding		 Class and description
Currency of
amount
outstanding		 Class and description
Currency of
amount
outstanding		 Amount at
close of
preceding
month		 Converted
during the
month		 Amount at
close of the
month		 No. of new
shares of issuer
issued during
the month
pursuant thereto		 No. of new shares
of issuer which
may be issued
pursuant thereto as
at close of the
month
1. HKD$1,300 million
Convertible Bonds issued
to Li Ka Shing (Canada)
Foundation
HK$ Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
2. HKD$600 million
Convertible Bonds issued
to China Life Insurance
(Overseas)CompanyLimited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.4
AGM approval date
(dd/mm/yyyy)
(28/08/2014)
3. HKD$100 million
Convertible Bonds issued
to Dr. Lo Ka Shui
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
4. HKD$800 million
Convertible Bonds issued
to China Life Insurance
(Overseas)CompanyLimited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
5. HKD$160 million
Convertible Bonds issued
to Grand Version
Investments Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)_
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)		 HK$ N/A 1,300
million		 Nil 1,300
million


Nil




Nil



Nil




Nil




Nil


4,062,500,000



1,500,000,000
600 million
Nil
 600 million
Ordinary
HK$0.32
(26/08/2013)

HK$ N/A
100 million
Nil
 100 million

312,500,000
Ordinary
HK$0.4
(28/08/2014)
HK$ N/A
800 million
Nil

Nil
 800 million
160 million


2,500,000,000

HK$ N/A
160 million


500,000,000
Ordinary
HK$0.32
(26/08/2013)
HK$ N/A
Ordinary
HK$0.32
(26/08/2013)

For Main Board and GEM listed issuers

6. HKD$160 million
Convertible Bonds issued
to VMS Private Investment
Partners III Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
7. HKD$32 million
Convertible Bonds issued
to Guotai Junan Finance
(HongKong)Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
8. HKD$32 million
Convertible Bonds issued
to Cross-Strait Capital
Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
9. HKD$700 million
Convertible Bonds issued to
Strait CRTG Fund,L.P.
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.37
AGM approval date
(dd/mm/yyyy)
(26/08/2013)
10. HKD$800 million
Convertible Bonds issued to
Strait Capital Services Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)_
Ordinary
Subscription price
HK$0.37
AGM approval date
(dd/mm/yyyy)
(26/08/2013)		 6. HKD$160 million
Convertible Bonds issued
to VMS Private Investment
Partners III Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
7. HKD$32 million
Convertible Bonds issued
to Guotai Junan Finance
(HongKong)Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
8. HKD$32 million
Convertible Bonds issued
to Cross-Strait Capital
Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.32
EGM approval date
(dd/mm/yyyy)
(26/08/2013)
9. HKD$700 million
Convertible Bonds issued to
Strait CRTG Fund,L.P.
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.37
AGM approval date
(dd/mm/yyyy)
(26/08/2013)
10. HKD$800 million
Convertible Bonds issued to
Strait Capital Services Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)_
Ordinary
Subscription price
HK$0.37
AGM approval date
(dd/mm/yyyy)
(26/08/2013)		 HK$ N/A 160 million 160 million
Nil		 160 million 160 million
Nil

Nil

Nil

Nil

Nil

500,000,000
32 million
Nil		 32 million

100,000,000
Ordinary
HK$0.32
(26/08/2013)
HK$ N/A
32 million
Nil		 32 million

100,000,000
Ordinary
HK$0.32
(26/08/2013)
HK$ N/A
700 million
Nil		 700 million
1,891,891,891
Ordinary
HK$0.32
(26/08/2013)

HK$ N/A
800 million
Nil		 800 million
2,162,162,162
Ordinary
HK$0.37
(26/08/2013)


HK$ N/A
13,629,054,053
Ordinary
HK$0.37
(26/08/2013)
(Other class) N/A

For Main Board and GEM listed issuers

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1.
2.
3.		 On 28 November 2014, the Company entered into a convertible
bonds agreement for the issue of 9% unlisted convertible bonds due
2016 with each of the following subscribers:
(a) China Life Insurance (Overseas) Company Limited in the
principal amount of HK$800 million which are convertible
into 4,000,000,000 new Shares;
(b) Cross-Strait Capital Limited in the principal amount of HK$32
million which are convertible into 160,000,000 new Shares;
(c) VMS Private Investment Partners III Limited in the principal
amount of HK$160 million which are convertible into 800,000,000
new Shares;
(d) Strait Capital Service Limited in the principal amount of
HK$800 million which are convertible into 4,000,000,000 new
Shares; and
(e) Strait CRTG Fund, L.P. in the principal amount of HK$700
million which are convertible into 3,500,000,000 new Shares.
Besides, the Company also entered into a convertible bonds
agreement for the issue of 9% unlisted convertible bonds due 2018
with the following subscriber:
(a) China Life Insurance (Overseas) Company Limited in the
principal amount of HK$700 million which are convertible
into 3,500,000,000 new Shares.
Upon conversion of all the convertible bonds at the initial exercise
price of HK$0.20 per share, 15,960,000,000 new shares of the
Company will be issued.
The issue of the above convertible bonds has been approved by
shareholders at the EGM held on 28 January 2015.		 Nil
Nil
N/A
N/A		 Nil
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital
Type of Issue No. of new
shares of issuer
issued during the
month pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month
1. Rights issue
At price :State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
2. Open offer
At price :State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
3. Placing
At price :State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / /)		 N/A
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
5. Scrip dividend
At price :State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
_
( / / )

For Main Board and GEM listed issuers

Type of Issue No. of new
shares of issuer
issued during the
month pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month		 No. of new
shares of issuer
issued during the
month pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month		 No. of new
shares of issuer
issued during the
month pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
( / / )		 N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)_
Cancellation date :
(dd/mm/yyyy)
Ordinary
( / / )
EGM approval date:
(dd/mm/yyyy)
( / / )		 N/A
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
8. Consideration issue At price :State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
9. Capital
reorganisation		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A

For Main Board and GEM listed issuers No. of new No. of new shares of issuer shares of issued during the issuer month pursuant which may thereto be issued pursuant thereto as at close of Type of Issue the month Class of shares issuable (Note 1) 10. Other At price :[State ] Issue and allotment (Subscription) currency date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) N/A Total E. (Ordinary shares) Nil (Preference shares) N/A (Other class) N/A Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) Nil (2) N/A Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): N/A (These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

Remarks (if any):

Submitted by: Tsang Kam Ching, David

Title: Director (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

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