China Resources and Transportation : INSIDE INFORMATION - WINDING-UP PETITION

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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)

INSIDE INFORMATION

WINDING-UP PETITION

This announcement is issued by China Resources and Transportation Group Limited (the "Company") pursuant to the requirements of Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Petition

On 1 April 2021, the Company received a winding-up petition from Mighty China International Limited (the "Petitioner") filed at the Grand Court of the Cayman Islands (the "Cayman Court") pursuant to sections 92(d) and/or 92(e) of the Companies Act (2021 Revision) of the Cayman Islands on the basis that the Company is insolvent and the Petitioner considers that it is just and equitable for the Company to be wound up in the circumstances (the "Petition"). The Petitioner has also applied for the appointment of joint provisional liquidators.

On the same day, Mr. Fung Tsun Pong ("Mr. Fung"), an executive director and the Vice- Chairman of the Company, negotiated with the Petitioner and the Petitioner agreed to immediately withdraw the Cayman Court proceedings, including the Petition and the application for the appointment of joint provisional liquidators to the Company.

On 13 April 2021, the Company received a notice from the Petitioner's legal representative that the hearing of the application to appoint joint provisional liquidators to the Company and for directions in relation to the Petition will take place on 23 April 2021 at 9:30 a.m. (Cayman Islands time). Mr. Fung communicated with the Petitioner and was informed that the Cayman Court proceedings have not been withdrawn. The Company is in the course of seeking legal advice and negotiating with the Petitioner in respect of the above matter.

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The Petitioner

The Petitioner is a holder of the promissory notes in the amount of HK$400 million issued by the Company with a maturity date of 15 April 2024 (the "Petitioner Notes").

On 16 April 2019, the Company issued new promissory notes (the "New Promissory Notes") to repay the promissory note with a principal amount of HK$280 million and its accrued and default interests which was issued to China Alliance International Holding Group Limited* (中聚國際控 股集團有限公司) ("China Alliance") on 9 February 2010. The New Promissory Notes have an aggregate principal amount of approximately HK$683 million and bear coupon interests at 5% per annum payable on 15 April 2024. The Petitioner Notes are part of the New Promissory Notes issued by the Company to the Petitioner at the direction of China Alliance.

The Company will keep the shareholders and investors of the Company informed of the latest progress of the Petition and further announcement(s) will be made as and when necessary.

Shareholders and potential investors of the Company are advised to exercise caution in dealing in the shares of the Company.

By Order of the Board

China Resources and Transportation Group Limited

Cao Zhong

Chairman

Hong Kong, 16 April 2021

As at the date of this announcement, the board of directors comprises six executive directors, namely Messrs Cao Zhong, Fung Tsun Pong, Gao Zhiping, Tsang Kam Ching, David, Jiang Tao and Duan Jingquan; and four independent non-executive directors, namely Messrs Jing Baoli, Bao Liang Ming, Xue Baozhong and Ms. Chan Chu Hoi.

*For identification purpose only

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