Ground International Development : Announcements and Notices - Voluntary Announcement Termination of Framework Agreement in Relation to the Possible Cooperation Project

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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)

VOLUNTARY ANNOUNCEMENT

TERMINATION OF FRAMEWORK AGREEMENT IN RELATION TO

THE POSSIBLE COOPERATION PROJECT

This is a voluntary announcement made by Ground International Development Limited (the "Company", together with its subsidiaries, the "Group").

Reference is made to the announcement (the "Announcement") of the Company dated 25 September 2017 in relation to, among other matters, a conditional cooperation framework agreement (the "Framework Agreement") entered into among the Company, an individual (the "Potential Partner") and a company (the "Project Company") established in the People's Republic of China (the "PRC"), in connection with (i) the proposed set up of a joint venture company (the "Proposed JV Company") in the PRC; and (ii) the proposed acquisition of the Project Company by the Proposed JV Company following the completion of the restructuring of certain gulf cruise enterprises for the purpose of developing a cruise-tourism project in a gulf atHainan Provinceof the PRC (the "Possible Cooperation Project"). Unless otherwise expressly indicated, capitalised terms used herein shall have the same meaning as those defined in the Announcement.

The Board wishes to announce that on 26 May 2018, the Potential Partner and the Project Company issued a notice of termination to the Company in relation to the Framework Agreement; and on 4 June 2018 (after trading hours of the Stock Exchange of Hong Kong Limited), the Company made a written response to the Potential Partner and the Project Company consenting to terminate the Framework Agreement and all negotiations on the Possible Cooperation Project with effect from the date thereof. Upon termination of the Framework Agreement, the Group has no further obligation to proceed with the Possible Cooperation Project. The parties to the Framework Agreement are also released from all obligations under the Framework Agreement.

The Board considers that the termination of the Framework Agreement has no material adverse impact on the existing business operation and financial position of the Group.

By order of the Board

Ground International Development Limited

Cui Xintong

Chairperson

Hong Kong, 4 June 2018

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