Ground International Development : Announcements and Notices - Voluntary Announcement-termination of Framework Agreement in Relation to A Possible Cooperation in Property Development Projects and A Possible Acquisition

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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

A POSSIBLE COOPERATION IN PROPERTY DEVELOPMENT

PROJECTS AND A POSSIBLE ACQUISITION

Reference is made to the announcements of Ground International Development Limited (the "Company", together with its subsidiaries, the "Group") dated 1 September 2017 and 31 October 2017 (collectively, the "Announcements") in relation to, among other matters, a non-legally binding framework agreement (as amended and supplemented by a supplemental memorandum) (the "Framework Agreement") entered into between 廣澤地產集團股份有 限公司 (Ground Real Estate Group Company Limited*) (an indirect wholly-owned subsidiary of the Company, the "Subsidiary") and a company (the "Target Company") based in Changchun City, Jilin Province, the People's Republic of China (the "PRC") and its equity holder (the "Target Co Holder") in relation to (i) the possible cooperation between the Subsidiary and the Target Company in developing property projects of the Target Company (the "Possible Cooperation"); and (ii) the possible acquisition by the Subsidiary of the entire equity interest in the Target Company from the Target Co Holder (the "Possible Acquisition"). Unless otherwise expressly indicated, capitalised terms used herein shall have the same meaning as those defined in the Announcements.

The Board wishes to announce that as the parties cannot reach to an agreement on a cooperation model, on 12 December 2017 (after trading hours), the Subsidiary, the Target Company and the Target Co Holder entered into a termination agreement to the Framework Agreement pursuant to which the parties mutually agreed to terminate the Framework Agreement and not to proceed with the negotiations on the Possible Cooperation and the Proposed Acquisition with effect from the date thereof. Upon termination of the Framework Agreement, the Group would have no further obligation to proceed with the Possible Cooperation and the Proposed Acquisition, and the Target Co Holder would return the Subsidiary the earnest money of RMB20 million paid by the Subsidiary previously.

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

Chai Xiu

Chairperson

Hong Kong, 15 December 2017

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

*for identification purpose only