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.

GROUND INTERNATIONAL DEVELOPMENT LIMITED

廣澤國際發展有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 989) DISPOSAL OF CONVERTIBLE BONDS BY THE CONTROLLING SHAREHOLDER

The board of directors (the "Board") of Ground International Development Limited (the "Company") announces that the Board has been informed by Ka Yik Investments Limited ("Ka Yik"), the controlling shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")) of the Company that on 26 October 2017, Ka Yik has entered into two agreements in relation to the disposals (the "Disposals") of the convertible bonds in the respective principal amounts of HK$137,225,143 and HK$62,312,245 (collectively the "Convertible Bonds") to two third parties (namely "Purchaser A" and "Purchaser B" respectively, and collectively (the "Purchasers"), each of which is independent of and not connected with each of Ka Yik and the Company and its connected persons (as defined in the Listing Rules). Consent has been given by the Board as to the Disposals as at the date of this announcement.

As at the date of this announcement, the entire issued share capital of Ka Yik is held by a discretionary trust, the beneficiary of which is Ms. Cui Xintong ("Ms. Cui"), who is the founder of the said trust and is a director and a controlling shareholder of the Company. Immediately after the completion of the Disposals, Ka Yik and Charm Success Group Limited ("Charm Success", the substantial shareholder of the Company and a company incorporated in the British Virgin Islands whose entire issued share capital is also held by the above-mentioned discretionary trust) will continue to be the controlling shareholders/substantial shareholder of the Company who are altogether interested in 3,001,020,694 ordinary shares of HK$0.05 each of the Company (the "Shares"). In addition, Ka Yik will then also be interested in (i) convertible bonds in the principal amount of HK$87,962,612 convertible into new Shares at the Conversion Price (as defined below); and (ii) 2,439,352,941 convertible preference shares of the Company (the "CPSs") convertible into new Shares.

EXERCISE OF THE CONVERSION RIGHTS ATTACHING TO THE CONVERTIBLE BONDS

On 26 October 2017, each of the Purchasers has submitted a notice of conversion to exercise in full of the conversion rights attaching to the Convertible Bonds.

The Convertible Bonds are convertible into new Shares at the initial conversion price (the "Conversion Price") of HK$0.85 (subject to adjustment) per new Share. Based on the current Conversion Price, upon full conversion of the Convertible Bonds, each of the Purchasers will be interested in 161,441,344 Shares and 73,308,523 Shares (collectively the "Conversion Shares").

As informed by Ka Yik, it is the intention of Ka Yik that it may convert its 800 million CPSs into 800 million new Shares in order to maintain the level of its shareholding in the Company.

EFFECT ON THE SHAREHOLDING STRUCTURE

The following chart depicts, assuming there being no issue (other than the issue of Conversion Shares) or repurchase of Shares from the date of this announcement, the shareholding structure of the Company (i) as at the date of this announcement; (ii) having taken into account the exercise in full of the conversion rights attaching to the Convertible Bonds; and (iii) having taken into account the exercise of the conversion rights attaching to the 800 million CPSs:

As at the date of announcement

Immediately after allotment and issue of Shares upon the exercise in full of the conversion rights attaching to the Convertible Bonds

Immediately after allotment and issue of Shares upon (i) the exercise in full of the conversion rights attaching to the Convertible Bonds; and

(ii) the exercise of the conversion rights attaching to the 800

million CPSs

No. of Shares

%

No. of Shares

%

No. of Shares

%

Ka Yik

2,443,000,000

57.67

2,443,000,000

54.64

3,243,000,000

61.53

Charm Success

558,020,694

13.17

558,020,694

12.48

558,020,694

10.59

Sub-total

3,001,020,694

70.84

3,001,020,694

67.12

3,801,020,694

72.11

Purchaser A

-

-

(Note)161,441,344

3.61

161,441,344

3.07

Purchaser B

-

-

(Note)73,308,523

1.64

73,308,523

1.39

Public shareholders

1,235,080,306

29.16

1,235,080,306

27.63

1,235,080,306

23.43

Sub-total

1,235,080,306

29.16

1,469,830,173

32.88

1,469,830,173

27.89

Total

4,236,101,000

100.00

4,470,850,867

100.00

5,270,850,867

100.00

Note:

The 161,441,344 Shares and 73,308,523 representing approximately 3.81% and 1.73% of the existing issued share capital of the Company respectively as at the date of this announcement.

Hong Kong, 26 October 2017

By order of the Board

Ground International Development Limited Chai Xiu

Chairperson

As at the date of this announcement, the executive directors of the Company are Ms. Chai Xiu, Ms. Cui Xintong, Mr. Wang Guanghui and Mr. Huang Bingxing; and the independent non-executive directors of the Company are Mr. Chan Yuk Tong, Mr. Mei Jianping and Mr. Xiang Qiang.

Ground International Development Limited published this content on 27 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 October 2017 00:37:02 UTC.

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