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Central Development Holdings Limited Share Issue/Capital Change 2018

Oct 2, 2018

49236_rns_2018-10-02_324e796b-a2b7-4bb3-a68c-0255d3027cac.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) : 30 September 2018

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer China Resources and Transportation Group Limited Date Submitted 2 October 2018

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 20,000,000,000 0.20 4,000,000,000
- -
Increase/(decrease)
Balance at close of the month 20,000,000,000 0.20 4,000,000,000
(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
----- End of picture text -----

For Main Board and GEM listed issuers

  1. Preference Shares
2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares
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. OtherClasses ofShares
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$) : 4,000,000,000

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 preference
shares
No. of other classes
of shares
7,442,395,970
-
-

-		 -
-
-
-
-
-
-
7,442,395,970

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 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 Nil
 Nil Nil






Nil













Nil

N/A

N/A
 34,833,324
Nil 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)		 Description of warrants
(Date of expiry- dd/mm/yyyy)		 Description of warrants
(Date of expiry- dd/mm/yyyy)		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during 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 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.











N/A
N/A
N/A

( / / )
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)
(/ / )

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		 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$800 million
Convertible Bonds issued
to China Life Insurance
(Overseas)CompanyLimited
HK$ Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Ordinary
Subscription price
HK$1.07
EGM approval date
(dd/mm/yyyy)
(28/01/2015)
2. 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$1.07
EGM approval date
(dd/mm/yyyy)
(28/01/2015)
3. 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$0.20
EGM approval date
(dd/mm/yyyy)
(19/07/2016)
4. HKD$800 million
Convertible Bonds issued to
Strait Capital Service
Limited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.20
EGM approval date
(dd/mm/yyyy)
(08/09/2016)
5. HKD$700 million
Convertible Bonds issued to
China Life Insurance
(Overseas)CompanyLimited
HK$ Stock code (if listed)
N/A
Class of shares
issuable(Note 1)_
Ordinary
Subscription price
HK$0.20
EGM approval date
(dd/mm/yyyy)
(23/12/2016)		 HK$ N/A 800 million
32 million
700 million
Nil		 800 million



Nil

Nil

Nil

Nil

Nil


Nil_(Note i)

Nil(Note i)_

Nil		 32 million
Ordinary
HK$1.07
(28/01/2015)
HK$ N/A

Nil		 700 million

Nil_(Note ii)_
HK$ N/A
800 million
Nil		 800 million

Nil_(Note ii)_
Ordinary
HK$0.20
(19/07/2016)
HK$ N/A
700 million
Nil		 700 million Nil_(Note ii)_
Ordinary
HK$0.20
(08/09/2016)

HK$ N/A
Ordinary
HK$0.20
(23/12/2016)

For Main Board and GEM listed issuers

6.

6.

6.

6.

6.

6.

6.

6.

6.

6.

Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(dd/mm/yyyy)		 HK$ Nil
N/A
N/A
Nil

Notes:

i) The conversion rights attached to the debt securities lapsed after its maturity on 10 February 2016. ii)The conversion rights attached to the debt securities lapsed after its maturity on 24 January 2017.

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:		 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.
A) The Sale and Purchase Agreement
On 11 July 2017, the Company entered into a sale and purchase
agreement (the “Sale and Purchase Agreement”) with中信資產管理
有限公司(CITIC Asset Management Corporation Ltd.) and 10
other vendors (together, the “Vendors”), pursuant to which the
Company has conditionally agreed to acquire from the Vendors the
right and power to control over, and the right to enjoy the economic
benefits in, the pawn loan business operated by中安信邦資產管理
有限公司(ZhongAn XinBang Asset Management Corporation Ltd)
(the “Target Company”), its subsidiaries and branch companies
through structured contracts (the “Acquisition”).
The consideration for the Acquisition is HK$3,281,768,760 and will
be satisfied by the allotment and issue of 14,268,559,826 new
Shares (the “Consideration Shares”) at the issue price of HK$0.23
per Share (the “Issue Price”) to the Vendors and/or their nominee(s).
B) The Subscription Agreement
On 11 July 2017, the Company and 5 subscribers (the
“Subscribers”) entered into a subscription agreement (the
“Subscription Agreement”), pursuant to which the Subscribers have
conditionally agreed to subscribe for (on a several but not joint
basis) 3,521,738,478 new Shares (the “Subscription Shares”) at the
Issue Price of HK$0.23 per Share for an aggregate consideration of
HK$809,999,850 (the “Subscription”).
C) The Proposed Placing
The Company intends to place 3,478,260,869 new Shares (the
“Placing Shares”) under a specific mandate proposed at the
extraordinary general meeting to investors who are independent
third parties and not acting in concert with the Vendors at the Issue
Price of HK$0.23 per Share (the “Placing”). The aggregate gross
proceeds from the Placing would amount to approximately
HK$800,000,000.
Completion of the Acquisition, the completion of the Subscription
and the completion of the Placing would be inter-conditional. The
completion of the Placing would be conditional upon all the
conditions precedent in relation to the Acquisition and the
Subscription having been fulfilled or otherwise waived.
As announced on 27 September 2018, the Company is in discussion
with the Vendors and Subscribers to terminate the Sale and Purchase
Agreement and the Subscription Agreement respectively. In the
event that the Sale and Purchase Agreement and the Subscription
Agreement are terminated, the transactions contemplated thereunder
will not take place. The Placing, which is conditional upon the
completion of the Acquisition, will not take place. The Company
will update the Shareholders and potential investors of the Company
by publishing further announcement(s) in due course.
Details on the Acquisition, the Subscription and the Placing are
disclosed in the announcements of the Company dated 1 August
2017, 22 August 2017, 22 September 2017, 20 October 2017, 20
November 2017, 20 December 2017, 22 January 2018, 23 February
2018, 27 February 2018, 23 March 2018, 23 April 2018, 24 May
2018, 27 June 2018, 4 July 2018, 3 August 2018, 3 September 2018
and 27 September 2018.

For Main Board and GEM listed issuers

( / / )
shares (Note 1)
2.
3.		 Nil
N/A
N/A
( / / )
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
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

For Main Board and GEM listed issuers

5. Scrip dividend
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
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
_
( / / )
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)
AGM 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

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
(Thesefigures should be the same as the relevantfigures 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)

*for identification purposes only

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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