Ground International Development : Announcements and Notices - (1) Resignation of Director and Chief Executive Officer; and (2) Redesignation of Director and Appointment of Chief Executive Officer

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GROUND INTERNATIONAL DEVELOPMENT LIMITED 廣澤國際發展有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 989)

(1) RESIGNATION OF DIRECTOR AND CHIEF EXECUTIVE

OFFICER; AND

(2) REDESIGNATION OF DIRECTOR AND APPOINTMENT OF CHIEF

EXECUTIVE OFFICER

The board (the "Board") of directors (each a "Director") of Ground International Development Limited (the "Company", together with its subsidiaries, the "Group") hereby announces the following changes of the Board with effect from 4 May 2018.

(1)RESIGNATION OF DIRECTOR AND CHIEF EXECUTIVE OFFICER

Mr. Wang Guanghui ("Mr. Wang") had tendered his resignation as an executive Director and the chief executive officer of the Company and all other positions with the subsidiaries of the Company in order to focus on his other business development.

Mr. Wang has confirmed that he has no disagreement with the Board and that there is no other matter relating to his resignation that is required to be brought to the attention of the holders of securities of the Company or The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The Board would like to express its gratitude for the invaluable contribution of Mr. Wang to the Group during his tenure of office.

(2) REDESIGNATION OF DIRECTOR AND APPOINTMENT OF CHIEF

EXECUTIVE OFFICER

Mr. Xiang Qiang ("Mr. Xiang"), previously an independent non-executive Director, has been re-designated as an executive Director and appointed as the chief executive officer of the Company.

Mr. Xiang, aged 53, had been an independent non-executive Director since August 2016 until his re-designation as an executive Director. Mr. Xiang has over 21 years of extensive senior managerial experience. He has been an independent non-executive director of Jutal Offshore Oil Services Limited (Stock Code: 3303) since May 2008, a company listed onthe Main Board of the Stock Exchange. He had also been appointed as an executive director and president of PCD Stores (Group) Limited (Stock Code: 331) (delisted on 5

December 2013) from March 2012 to December 2013. Besides, Mr. Xiang has served in various senior managerial positions such as director, president and chairman at various companies in the People's Republic of China specialized in various industries, such as real estate, hospitality, securities, production and retail sales, etc.. Mr. Xiang obtained a Bachelor Degree in Engineering from Tsinghua University in July 1986 and a MBA Degree from Xiamen University in June 2001.

Mr. Xiang has terminated his existing letter of appointment with the Company and a new director's service agreement has been entered into between Mr. Xiang and the Company under which he has been appointed for a fixed term of three years and his position as Director is subject to rotation and re-election at the annual general meeting of the Company in accordance with the bye-laws of the Company. Under the new service agreement, Mr. Xiang is entitled to receive a yearly basic emolument of RMB1,600,000, a performance-based bonus of not more than RMB400,000 and a discretionary bonus. The director's remuneration package of Mr. Xiang is determined with reference to his experience, duties, responsibilities, workload and time devoted to the Group and the prevailing market conditions. The remuneration package of Mr. Xiang has been approved by the Board and the remuneration committee of the Company.

As at the date of this announcement, Mr. Xiang does not (i) hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or hold any major appointments or professional qualifications; (ii) hold any other position with the Company or other members of the Group; (iii) have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (iv) have any interest in the shares and/or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no matter relating to the re-designation of Mr. Xiang that needs to be brought to the attention of the shareholders of the Company nor is there any information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules (the "Listing Rules") Governing the Listing of Securities on the Stock Exchange.

Mr. Xiang had ceased to be a member of the audit committee (the "Audit Committee") and the remuneration committee of the Company. Mr. Xiang had also ceased to be the chairman and a member of the nomination committee (the "Nomination Committee") of the Company. Mr. Zhu Zuoan, an independent non-executive Director and previously a member of the Nomination Committee, has been appointed as the chairman of the Nomination Committee.

The Board would like to extend a warm appreciation to the Directors in accepting the new positions within the Board.

Following the re-designation of Mr. Xiang, the Company currently has only two independent non-executive Directors and two members in the Audit Committee. As such, the numbers of independent non-executive Directors and members of the Audit Committee fall below the minimum requirements under Rules 3.10(1) and 3.21 of the Listing Rules respectively. The Company is in the process of identifying suitable candidates to act as an independent non-executive Director and a member of the Audit Committee and the appointment will be made as soon as practicable within three months pursuant to Rules 3.11 and 3.23 of the Listing Rules. The Company will make further announcement as and when appropriate in accordance with the Listing Rules.

By order of the Board

Ground International Development Limited

Cui Xintong

Chairperson

Hong Kong, 4 May 2018

As at the date of this announcement, the executive Directors are Ms. Cui Xintong, Mr. Xiang Qiang and Ms. Liu Hongjian; the non-executive Director is Mr. Cong Peifeng; and the independent non-executive Directors are Mr. Chan Yuk Tong and Mr. Zhu Zuoan.