Ground International Development : Subscriptions of New Shares under Specific Mandate

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.

GROUND INTERNATIONAL DEVELOPMENT LIMITED 廣 澤 國 際 發 展 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 989)

SUBSCRIPTIONS OF NEW SHARES UNDER SPECIFIC MANDATE SUBSCRIPTIONS OF NEW SHARES UNDER SPECIFIC MANDATE

On 9 January 2017 (after trading hours of the Stock Exchange), the Company entered into the Subscription Agreements with each of the Subscribers respectively. Pursuant to the Subscription Agreements, the Company, has conditionally agreed to allot and issue, and the Subscribers have conditionally agreed to subscribe for, an aggregate of 471,450,000 Subscription Shares at the Subscription Price of HK$1.20 per Subscription Share respectively.

The Subscription Price of HK$1.20 per Subscription Share represents: (i) a discount of 20.00% to the closing price of HK$1.50 per Share as quoted on the Stock Exchange on 9 January 2017, being the date of the Subscription Agreements; and (ii) a discount of 20.00% to the average closing price of approximately HK$1.50 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Subscription Agreements.

The Subscription Price was arrived at after arm's length negotiations between the Company and each of the Subscribers with reference to the prevailing market price and the recent trading performance of the Shares. The Directors consider that the Subscription Price and the terms of the Subscription Agreements are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The Subscription Shares represent approximately 20.48% of the existing issued share capital of the Company as at the date of this announcement and 17.00% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

Assuming all the Subscription Shares are fully subscribed, the gross proceeds from the Subscriptions will be HK$565,740,000. The net proceeds, after deducting all relevant costs and expenses (including but not limited to legal expenses and disbursements) incidental to the Subscriptions of approximately HK$750,000, will be approximately HK$564,990,000 million, representing a net subscription price of approximately HK$1.198 per Subscription Share. The Company intends to use the net proceeds from the Subscriptions for future potential acquisitions of the Group.

The Subscription Shares will be allotted and issued pursuant to the Specific Mandate to be sought at the SGM. An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Each of the Subscription Agreements are not inter-conditional upon each other.

SGM

The SGM will be held and convened to consider and, if thought fit, to approve the entering into of the Subscription Agreements and the transactions contemplated thereunder (including the grant of the Specific Mandate for the allotment and issue of the Subscription Shares).

GENERAL

A circular containing, among other things, further information on the Subscription Agreements and the transactions contemplated thereunder (including the Subscriptions and the Specific Mandate for the allotment and issue of the Subscription Shares), together with a notice of the SGM and a form of proxy, will be despatched to the Shareholders as soon as practicable.

Since the Completion of each of the Subscription is subject to the fulfilment of the Condition(s) as set out in the Subscription Agreements, the Subscription may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

On 9 January 2017 (after trading hours of the Stock Exchange), the Company entered into the Subscription Agreements with each of the Subscribers respectively. Pursuant to the Subscription Agreements, the Company has conditionally agreed to allot and issue, and the Subscribers have conditionally agreed to subscribe for, an aggregate of 471,450,000 Subscription Shares at the subscription price of HK$1.20 per Subscription Share respectively.

Apart from the identities of the Subscribers and the number of Subscription Shares to be subscribed by each of the Subscribers, the terms of each of the Subscription Agreements are materially the same. Set out below are the principal terms of the Subscription Agreements.

PRINCIPAL TERMS OF THE SUBSCRIPTION AGREEMENTS Date 9 January 2017 Parties to the Subscription Agreement-A

1. The Company; and

2. Subscriber-A.

Subscriber-A is a company incorporated in the British Virgin Islands with limited liability. The principal business of Subscriber-A is investment holding.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Subscriber-A and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Parties to the Subscription Agreement-B

1. The Company; and

2. Subscriber-B.

Subscriber-B is a company incorporated in the British Virgin Islands with limited liability. The principal business of Subscriber-B is investment holding.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Subscriber-B and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Parties to the Subscription Agreement-C

1. The Company; and

2. Subscriber-C.

Subscriber-C is a company incorporated in the British Virgin Islands with limited liability. The principal business of Subscriber-C is investment holding.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Subscriber-C and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Parties to the Subscription Agreement-D

1. The Company; and

2. Subscriber-D.

Subscriber-D is a PRC resident. The occupation of Subscriber-D is merchant.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Subscriber-D is a third party independent of the Company and its connected persons.

Parties to the Subscription Agreement-E

1. The Company; and

2. Subscriber-E.

Subscriber-E is a PRC resident. The occupation of Subscriber-E is merchant.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Subscriber-E is a third party independent of the Company and its connected persons.

Parties to the Subscription Agreement-F

1. The Company; and

2. Subscriber-F.

Subscriber-F is a PRC resident. The occupation of Subscriber-F is merchant.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Subscriber-F is a third party independent of the Company and its connected persons.

Parties to the Subscription Agreement-G

1. The Company; and

2. Subscriber-G.

Subscriber-G is a PRC resident. The occupation of Subscriber-G is merchant.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Subscriber-G is a third party independent of the Company and its connected persons.