C&D International Investment Group

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.

C&D INTERNATIONAL INVESTMENT GROUP LIMITED 建發國際投資集團有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 1908)

CONTINUING CONNECTED TRANSACTION AND MAJOR TRANSACTION IN RELATION TO PROVISION OF ENTRUSTED MANAGEMENT SERVICES

PROPERTY PROJECT ENTRUSTED MANAGEMENT SERVICE AGREEMENT

The Board is pleased to announce that on 1 August 2017 (after trading hours), Zhaocheng Construction, a wholly-owned subsidiary of the Company, entered into the Entrusted Management Service Agreement in relation to the Jianyang Western District Ecological City (建陽西區生態城) project with Jiaying Real Estate, pursuant to which Zhaocheng Construction shall provide entrusted management services to Jiaying Real Estate in respect of the Jianyang Western District Ecological City (建陽西區生態城) project.

Under the Entrusted Management Service Agreement, the entrusted management services commenced on 1 August 2017 and will end on 31 July 2020. The entrusted management service fee shall be 8% of total sales of the Jianyang Western District Ecological City (建陽西區生態城) project payable on a lump sum basis, which is expected to be no more than RMB70,000,000.

LISTING RULES IMPLICATIONS

Zhaocheng Construction is a wholly-owned subsidiary of the Company. Jiaying Real Estate, which is 50% owned by C&D Real Estate, is a subsidiary of C&D Real Estate, which is in turn a controlling shareholder of the Company. Jiaying Real Estate is therefore considered to be a connected person of the Company. Accordingly, the entering into of the Entrusted Management Service Agreement in relation to the Jianyang Western District Ecological City (建陽西區生態城) project between Zhaocheng Construction, a wholly-owned subsidiary of the Company, and Jiaying Real Estate will constitute a continuing connected transaction under Chapter 14A of the Listing Rules.

—1— As one of the applicable percentage ratios in respect of the transaction contemplated under the Entrusted Management Service Agreement exceeds 25% but is less than 75%, such transaction constitutes a major transaction and is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Company will hold the EGM to seek the Independent Shareholders’ approval regarding the entering into of the Entrusted Management Service Agreement.

The Company will establish the Independent Board Committee comprising all of the independent non-executive Directors in order to consider the Entrusted Management Service Agreement and advise the Independent Shareholders in respect to the entering into of the Entrusted Management Service Agreement. The Company has appointed an independent financial advisor to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Entrusted Management Service Agreement are on normal commercial terms or better terms in the ordinary and usual course of business of the Company and are in the interests of the Company and its shareholders in general.

GENERAL

The Company will dispatch a circular to its shareholders on or before 15 September 2017 as the Company requires more time to prepare the information to be included in the circular.

INTRODUCTION

Entrusted Management Service Agreement

The principal terms of the Entrusted Management Service Agreement are set out as follows:

Parties

1. Zhaocheng Construction

—2— 2. Jiaying Real Estate

Term

Commence on 1 August 2017 and will end on 31 July 2020.

Services

Zhaocheng Construction is entrusted by Jiaying Real Estate to provide management and sales services in respect of the development and construction of the Jianyang Western District Ecological City (建陽西區生態城) project in the whole process ranging from design, operation, sales, completion to delivery of construction.

Entrusted Management Service Fee

The entrusted management service fee shall be 8% of total sales of the Jianyang Western District Ecological City (建陽西區生態城) project payable on a lump sum basis, which is expected to be no more than RMB70,000,000, including (i) Zhaocheng Construction’s marketing and management costs incurred for the performance of the entrusted management service; and (ii) the project development and management fee, brand license fee and other service fee received by Zhaocheng Construction from Jiaying Real Estate.

Zhaocheng Construction shall charge the advanced entrusted management service payment on a monthly basis of RMB2,000,000 per month from the date of entering into the Entrusted Management Service Agreement to the date on which the project is contracted for sale. From the date on which the project is contracted for sale, the parties shall settle the entrusted management service fee at the end of June and December each year until the settlement amount of the entrusted management service fee is accumulated up to 90% of total entrusted management service fee. The remaining 10% of the entrusted management service fee shall be retained until 90% of the project has been sold and after the completion and delivery of construction. Upon the final settlement, unsold values shall be calculated at the average unit sale price of various types of project in the first three months.

The entrusted management service fee was determined on arm’s length basis by reference to the prevailing market rates as well as the services, quantity and nature of services to be provided by Zhaocheng Construction to Jiaying Real Estate.

—3— PROPOSED ANNUAL CAPS

The proposed annual caps of the entrusted management service fee to be received by Zhaocheng Construction under the Entrusted Management Service Agreement are as follows:

Relevant Financial Year Proposed annual caps of entrusted management service fee Year ending 31 December 2017 RMB 13,000,000 Year ending 31 December 2018 RMB 30,000,000 Year ending 31 December 2019 RMB 20,000,000 Year ending 31 December 2020 RMB 7,000,000

In determining the proposed annual caps, the Board has based their estimates on the projected progress of development and sales arrangements of the project.

REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION

Equipped with convenient transportation and a full range of facilities, such as administration, business, commercial and residential facilities, Jianyang Western District Ecological City (建陽西區生態城) project is close to the old town of Nanping City. The west of it is Jianping Road which is the arterial road of Jianyang district and connected to freeway entrance that leads to the old town; the east of it plans to build a district administrative service center; it borders to an experimental elementary school and an experimental kindergarten to the northeast; it is next to a foreign language school to the southwest which will begin enrollment in 2017; and it adjoins to C&D Yuecheng Center (建發悅城中心) to the southeast. The project expects a promising prospect.

The total gross floor area of the project is approximately 132,000 square meter. The project commenced construction on 30 July 2017, and is expected to fulfill pre-sale conditions in November 2017, and to complete in June 2020.

The transaction contemplated under the Entrusted Management Service Agreement anticipates sizable space for profit because of the following reasons:

(a) pursuant to the Group’s previous experience on property development, marketing and administrative expenses usually comprise 6% of the total project sales; and

(b) with reference to the comparable market charge for similar entrusted management service fee for property development, the service fee usually ranges from 5% to 7% of the total project sales.

—4— As such, the entrusted management service fee under the entrusted management service (accounting for 8% of the total project sales) would not only cover the Company’s costs but also create sizable space for profit for the Group.

Further, the entering into of the Entrusted Management Service Agreement represents an expansion of entrusted management business for the Company in that:

(a) the scope of service of the transaction covers all aspects of property development, ranging from design, operations, sales, completion to delivery of construction, specifically participating sales, and

(b) the service fee under the Entrusted Management Service Agreement accounting for 8% of the total project sales, as compared with the Company’s previous service fee charged in the entrusted construction management business, which was based on the total project construction cost, has more sizable space for profit.

Through the transaction, the Company will expand its business in both size and scope. The Directors (excluding the independent non-executive Directors, who will express their views after receiving advice from the independent financial adviser) consider that the terms of the Entrusted Management Service Agreement are on normal commercial terms, which are fair and reasonable, and the entering into of such agreement is in the interest of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios in respect of the transaction contemplated under the Entrusted Management Service Agreement exceeds 25% but is less than 75%, such transaction constitutes a major transaction and is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Company will hold the EGM to seek the Independent Shareholders’ approval regarding the transaction.

—5— To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Directors have material interest in the transactions contemplated under the Entrusted Management Service Agreement.

GENERAL

The Company will dispatch a circular to its shareholders on or before 15 September 2017 as the Company requires more time to prepare the information to be included in the circular.

INFORMATION ABOUT ZHAOCHENG CONSTRUCTION AND JIAYING REAL ESTATE

Zhaocheng Construction is company established in the PRC with limited liability and a wholly-owned subsidiary of the Company. Zhaocheng Construction is principally engaged in project construction and management business.

Jiaying Real Estate is company established in the PRC with limited liability. Jiaying Real Estate, which is 50% owned by C&D Real Estate, is a subsidiary of C&D Real Estate. Jiaying Real Estate is principally engaged in real estate development and operation and property management businesses.

DEFINITIONS

In this announcement, the following expressions have the following meanings:

“Board” the board of Directors of the Company

“C&D Real Estate” C&D Real Estate Corporation Limited, a controlling shareholder of the Company

—6— “Company” C&D International Investment Group Limited (建發國際投資集團有限公司), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Directors” the directors of the Company

“EGM” an extraordinary general meeting to be held by the Company to approve, among other things, the Entrusted Management Service Agreement

“Entrusted Management the entrusted management service agreement dated 1 Service Agreement” August 2017 between Zhaocheng Construction and Jiaying Real Estate in relation to the Jianyang Western District Ecological City (建陽西區生態城) project

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Board the independent board committee comprising the Committee” independent non-executive Directors to be established by the Company to advise the Independent Shareholders in respect of the Entrusted Management Service Agreement

“Independent shareholders who are not required to abstain from Shareholders” voting in respect of the resolution to approve the transaction under the Listing Rules

“Jiaying Real Estate” Nanping City Jianyang District Jiaying Real Estate Limited* (南平市建陽區嘉盈房地產有限公司), a company established in the PRC with limited liability and a subsidiary of C&D Real Estate

“PRC” The People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

“RMB” Renminbi, the lawful currency of the PRC

“Stock Exchange” The Stock Exchange of Hong Kong Limited

—7— “Zhaocheng Xiamen Zhaocheng Construction Operation and Construction” Management Limited* (廈門建發兆誠建設運營管理有限公司), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company

“%” per cent.

For and on behalf of C&D International Investment Group Limited Zhuang Yuekai Chairman and Executive Director

Hong Kong, 1 August 2017

As at the date of this announcement, the Directors are:

Executive Directors: Mr. Zhuang Yuekai (Chairman) Mr. Shi Zhen (Chief Executive Officer) Ms. Zhao Chengmin (Vice Executive Officer)

Non-executive Directors: Ms. Wang Xianrong Ms. Wu Xiaomin Mr. Huang Wenzhou

Independent Non-executive Directors: Mr. Wong Chi Wai Mr. Wong Tat Yan, Paul Mr. Chan Chun Yee

* For identification purpose only

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