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) SUPPLEMENTAL LETTER TO THE MEMORANDUM OF UNDERSTANDING IN RELATION TO PROPOSED CAPITAL INJECTION IN A TARGET COMPANY

Reference is made to the announcement (the "Announcement") of Ground International Development Limited (the "Company", together with its subsidiaries, the "Group") dated 31 March 2017 in relation to, among other matters, the memorandum of understanding entered into between the Group and 長 春 歐 亞 神 龍 灣 旅 遊 有 限 責 任 公 司 (Changchun Ouya

Shenlongwan Tourism Limited Liability Company*) (the "Target Company") pursuant to the proposed capital injection into the Target Company. Unless otherwise expressly indicated, capitalised terms used herein shall have the same meaning as those defined in the Announcement.

As disclosed in the Announcement, the Exclusivity Period commenced from the date of the MOU up to (and inclusive of) 30 June 2017 (or such other dates the parties may agree in writing). In addition, according to the MOU, the Target Company shall facilitate GIGL to conduct due diligence on the assets, debts, financial information, operation and business of the Target Company before 15 April 2017; and the parties to the MOU agreed to enter into a formal investment agreement before the end of the Exclusivity Period.

As additional time is required for, including but not limit to, arranging the due diligence and further negotiating the terms of the investment agreement, on 4 July 2017, GIGL and the Target Company entered into a supplemental letter to the MOU (the "Supplemental Letter to MOU") pursuant to which the parties agreed to (i) extend the Exclusivity Period to 30 September 2017 (or such other dates as the parties may agree); (ii) complete the due diligence work on the Target Company as soon as possible; and (iii) enter into a formal investment agreement before the end of the Exclusivity Period (or such other dates as the parties may agree).

The Supplemental Letter to MOU forms an integral part of the MOU. Save as the aforesaid changes or other changes (if any) raised by the aforesaid changes, the MOU shall remain unchanged and continue in full force and effect.

The Board would like to emphasize that no legally binding agreement in relation to the Proposed Capital Injection has been entered into by the Company with any party as at the date of this announcement. The Proposed Capital Injection, if materialized, may constitute a notifiable transaction of the Company under the Listing Rules. Further announcement in respect of the Proposed Capital Injection will be made by the Company once a formal agreement has been signed. As the Proposed Capital Injection may or may not materialize, shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

Ground International Development Limited Chai Xiu

Chairperson

Hong Kong, 4 July 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 Mr. Huang Bingxing; 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

Ground International Development Limited published this content on 04 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 04 July 2017 09:24:09 UTC.

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