CRTG China Resources and Transportation Li : Announcements and Notices - Termination of Sale and Purchase Agreement and Subscription Agreement

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of China Resources and Transportation Group Limited.

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)

TERMINATION OF

SALE AND PURCHASE AGREEMENT AND SUBSCRIPTION AGREEMENT

References are made to (i) the announcements of China Resources and Transportation Group Limited (the "Company") dated 1 August 2017, 23 February 2018 and 4 July 2018 in relation to, among other things, the Acquisition, the Subscription, the Placing, the Whitewash Waiver and the Special Deal (the "Transactions"); and (ii) the Company's announcement dated 29 October 2018 in relation to the proposed termination of the Transactions (together, the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

The Board wishes to update the Shareholders and potential investors of the Company that, on 13 November 2018, for commercial reasons, the Company entered into (i) a termination agreement with the Vendors to terminate the Sale and Purchase Agreement; and (ii) a termination agreement with the Subscribers to terminate the Subscription Agreement, and hence the Acquisition and the Subscription will not proceed respectively.

As a result of the termination of the Sale and Purchase Agreement, there will no longer be any potential obligation under Rule 26.1 of the Takeovers Code on the Vendors and parties acting in concert with any of them to make an unconditional mandatory general offer (the "Offer") for all the issued Shares not already owned or agreed to be acquired by the Vendors and parties acting in concert with any of them. Accordingly, for the purpose of the Takeovers Code, the offer period has ended on the date of this announcement i.e. 13 November 2018, and the Whitewash Waiver is no longer required.

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Since the Placing and the Subscription are conditional upon the completion of the Acquisition, with the termination of the Sale and Purchase Agreement, the Placing and the Subscription will not proceed, and the Executive's consent to the Special Deal is not required either.

Under Rule 31.1 of the Takeovers Code, except with the consent of the Executive, neither the Vendors nor parties acting in concert with any of them in the course of the Offer, nor any person who is subsequently acting in concert with any of them, may within 12 months from the date on which the Offer is withdrawn or lapses either (i) announce an offer or possible offer for the Company, or (ii) acquire any voting rights of the Company if the Vendors or parties acting in concert with any of them would thereby become obliged under Rule 26 of the Takeovers Code to make an offer.

The Board believes that the termination of the Sale and Purchase Agreement and the Subscription Agreement will not have any material adverse impact on the business or financial position of the Group.

The Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the shares of the Company, and if they are in any doubt about their position, they should consult their professional advisors.

By Order of the Board

China Resources and Transportation Group Limited

Cao Zhong

Chairman

Hong Kong, 13 November 2018

The Company

As at the date of this announcement, the Board 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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Vendors, the Subscribers and the Target Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Vendors, the Subscribers and the Target Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

CITIC AMC

As at the date of this announcement, the directors of CITIC AMC are Mr. Jisheng Zhang, Ms. Na Zhao, Mr. Kai Zhang, Mr. Xuejun Zhang, Mr. Chun Yin, Mr. Henghui Yang and Ms. Dongmei Zhang.

The directors of CITIC AMC jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than CITIC AMC and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than CITIC AMC and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

Tibet Junhe

As at the date of this announcement, the directors of Tibet Junhe are Mr. Jianping Wang, Mr. Jianzhong Wu and Mr. Shenghua Zhang.

The directors of Tibet Junhe jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those related to the Company, the Group, the Vendors other than Tibet Junhe and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Tibet Junhe and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

Beijing Wanhao

As at the date of this announcement, the sole director of Beijing Wanhao is Mr. Ran Wan.

The sole director of Beijing Wanhao accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Beijing Wanhao and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Beijing Wanhao and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

Tibet Dazi

As at the date of this announcement, the general partner of Tibet Dazi is Beijing Fenxin Investment Management Co. Ltd.* (北京奮信投資管理有限公司). The sole director of Beijing

Fenxin Investment Management Co. Ltd.* (北京奮信投資管理有限公司) is Mr. Hanghang Sha.

The sole director of Beijing Fenxin Investment Management Co. Ltd.* (北京奮信投資管理有限 公司 ) accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Tibet Dazi and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Tibet Dazi and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

Beijing Jingzhihu

As at the date of this announcement, the sole director of Beijing Jingzhihu is Mr. Jinxue Chen. The sole director of Beijing Jingzhihu Property Co., Ltd.* (北京靜之湖置業有限公司) is Mr. Jinxue Chen.

The sole director of each of Beijing Jingzhihu and Beijing Jingzhihu Property Co., Ltd.* (北京靜 之湖置業有限公司) accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Beijing Jingzhihu and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Beijing Jingzhihu and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

Shanghai Chenggao

As at the date of this announcement, the general partner of Shanghai Chenggao is Beijing Chunxin Capital Management Co. Ltd.* (北京淳信資本管理有限公司). The directors of Beijing

Chunxin Capital Management Co. Ltd.* (北京淳信資本管理有限公司) are Mr. Xiang Li, Mr. Tao Ren and Mr. Honghan Ye.

The directors of Beijing Chunxin Capital Management Co. Ltd.* (北京淳信資本管理有限公司), jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Shanghai Chenggao and the Subscribers) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Shanghai Chenggao and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

Wenzhou Xina

As at the date of this announcement, the general partner of Wenzhou Xina is Ms. Lifang Zhou.

The general partner of Wenzhou Xina accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Wenzhou Xina and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of her knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Wenzhou Xina and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

Shenzhen Zhongjiu

As at the date of this announcement, the sole director of Shenzhen Zhongjiu is Mr. Zhongjie Luan.

The sole director of Shenzhen Zhongjiu accepts full responsibility for the accuracy of the information contained in this announcement (other than those in relation to the Company, the Group, the Vendors other than Shenzhen Zhongjiu and the Subscribers) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Company, the Vendors other than Shenzhen Zhongjiu and the Subscribers) have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.