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) DISCLOSEABLE TRANSACTION JOINT VENTURE ARRANGEMENT IN RESPECT OF ACQUISITION OF THE LAND USE RIGHTS IN NANPING, THE PRC Reference is made to the announcement of the Company dated 29 April 2019, in which Xiamen Zhaoyirong, an indirect wholly-owned subsidiary of the Company, has successfully won the bid for the auction for the land use rights of the Land which is located at Yanping District* (延平區), Nanping City* (南平市), Fujian Province, the PRC (Parcel No. 2019-J-01) for a total consideration of RMB902,000,000. As at the date of this announcement, Xiamen Zhaoyirong has paid RMB400,000,000 to the Nanping Resources Bureau as the deposit for the Land. THE COOPERATION AGREEMENT The Board is pleased to announce that on 10 May 2019, Xiamen Zhaoyirong and Nanping Highway entered into the Cooperation Agreement, pursuant to which, among other things, Xiamen Zhaoyirong and Nanping Highway agreed to form the Joint Venture for the acquisition of the land use rights of the Land, in which Xiamen Zhaoyirong and Nanping Highway shall own 75% and 25% equity interests in the Joint Venture respectively. The Joint Venture will become an indirect subsidiary of the Company and its financial results will be consolidated into the consolidated financial statements of the Company. LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios for the transactions contemplated under the Cooperation Agreement exceed 5% but are all less than 25%, the transactions contemplated under the Cooperation Agreement constitute a discloseable transaction for the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules. Reference is made to the announcement of the Company dated 29 April 2019, in which Xiamen Zhaoyirong, an indirect wholly-owned subsidiary of the Company, has successfully won the bid for the auction for the land use rights of the Land which is located at Yanping District* (延平區), Nanping City* (南平市), Fujian Province, the PRC (Parcel No. 2019-J- – 1 – 01) for a total consideration of RMB902,000,000. As at the date of this announcement, Xiamen Zhaoyirong has paid RMB400,000,000 to the Nanping Resources Bureau as the deposit for the Land. THE COOPERATION AGREEMENT The Board is pleased to announce that on 10 May 2019, Xiamen Zhaoyirong and Nanping Highway entered into the Cooperation Agreement, pursuant to which, among other things, Xiamen Zhaoyirong and Nanping Highway agreed to form the Joint Venture for the acquisition of the land use rights of the Land, in which Xiamen Zhaoyirong and Nanping Highway shall own 75% and 25% equity interests in the Joint Venture respectively. The principal terms of the Cooperation Agreement are set out as follows: Date 10 May 2019 Parties (a) Xiamen Zhaoyirong, an indirect wholly-owned subsidiary of the Company (b) Nanping Highway To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Nanping Highway’s (i) 30% shareholding in Nanping Jianyang Zhaosheng Property Development Company Limited* (南平市建陽區兆盛房地產開發有限公司), an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules, and (ii) 50% shareholding in Wuyishan Jiaheng Property Company Limited* (武夷山嘉恒房地產有 限公司), an associate of the Company, Nanping Highway and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected person(s). Setting up and capital contribution of the Joint Venture Within five business days upon signing of the Cooperation Agreement, Xiamen Zhaoyirong and Nanping Highway shall provide their capital contribution for setting up the Joint Venture, and Xiamen Zhaoyirong shall be responsible for the registration matters in relation to the setting up the Joint Venture. Upon the establishment of the Joint Venture, the initial registered capital of the Joint Venture shall be RMB100,000,000. Xiamen Zhaoyirong and Nanping Highway shall contribute RMB75,000,000 and RMB25,000,000, respectively, according to their respective proportion in the equity interests in the Joint Venture. The Joint Venture shall enter into the supplemental agreement to the Land Use Rights Grant Contract with the Nanping Resources Bureau for acquisition of the land use rights of the Land by the Joint Venture. Since Xiamen Zhaoyirong paid RMB400,000,000 as the deposit for the Land, Nanping Highway shall, in accordance with the proportion of its ultimate equity interests (i.e. 25%) in the Joint Venture, repay RMB100,000,000 to Xiamen Zhaoyirong, being the proportion of the deposit for the Land it shall bear within five business days upon the entering into of the Cooperation Agreement. – 2 – Shareholders’ loan to the Joint Venture In addition to the capital contribution to the registered capital of the Joint Venture, Xiamen Zhaoyirong and Nanping Highway shall provide shareholders’ loan in the total sum of RMB802,000,000, out of which Xiamen Zhaoyirong shall be responsible for RMB601,500,000, according to its proportion in the equity interests in the Joint Venture. Such shareholders’ loan will be used for the acquisition of the Land. Xiamen Zhaoyirong and Nanping Highway agreed that the subsequent development of the Joint Venture shall be preferentially self-financed. The amount of capital commitment payable by Xiamen Zhaoyirong in the total sum of RMB676,500,000 was determined after arm’s length negotiation among the parties to the Cooperation Agreement with reference to the consideration and other expenses of the Land. The capital commitment of Xiamen Zhaoyirong will be funded by loans available from controlling shareholders to the Group. The Directors considered that the amount of capital commitment payable by Xiamen Zhaoyirong under the Cooperation Agreement is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Board composition The board of directors of the Joint Venture will be comprised of five directors, three of whom will be appointed by Xiamen Zhaoyirong and two of whom will be appointed by Nanping Highway. Supervisor The Joint Venture will not maintain a board of supervisors but instead will have two supervisors, each of whom will be appointed by Xiamen Zhaoyirong and Nanping Highway respectively. Shareholders’ voting mechanism At the shareholders’ meeting of the Joint Venture, all resolutions must be unanimously passed by the shareholders of the Joint Venture. Completion Upon completion of the transactions contemplated under the Cooperation Agreement, Xiamen Zhaoyirong will hold 75% equity interests in the Joint Venture. The Joint Venture will become an indirect subsidiary of the Company and its financial results will be consolidated into the consolidated financial statements of the Company. INFORMATION RELATING TO THE LAND The Land is located at the Dongling Area* (東嶺片區), Shuinan Street Office* (水南街道辦 事處), Yanping District* (延平區), Nanping City* (南平市), Fujian Province, the PRC (Parcel No. 2019-J-01), which is adjacent to the main road, Nanhu Road* (南湖路) and the old town area of Nanping City* (南平市) with comprehensive facilities in its proximity; and is easily accessible by transportation. The Land has a total site area of approximately 135,298.61 sq.m. and an estimated gross floor area of not exceeding approximately 338,240 – 3 – sq.m.. The Land is for residential use, commercial-service use and wholesale market and public management and public service use. The terms of the land use rights of the Land for residential use, commercial-service use and wholesale market and public management and public service use are 70 years, 40 years and 50 years respectively. INFORMATION ABOUT THE PARTIES TO THE COOPERATION AGREEMENT Xiamen Zhaoyirong is a company established in the PRC with limited liability, an indirect wholly-owned subsidiary of the Company and is principally engaged in the property investment and development businesses. Nanping Highway is a company established in the PRC with limited liability and is principally engaged in land development and construction, property development and operation, property investment etc.. REASONS FOR AND BENEFITS OF THE TRANSACTIONS CONTEMPLATED UNDER THE COOPERATION AGREEMENT The Group is principally engaged in the business of property development, real estate industry chain investment services and investment in emerging industries in the PRC. Given that cooperative development of the Land (i) shall enable each of the parties to utilise their respective advantage and reduce operation risks; and (ii) shall improve the Company’s brand recognition in the Nanping real estate market; the Board confirms that the transactions contemplated under the Cooperation Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios for the transactions contemplated under the Cooperation Agreement exceed 5% but are all less than 25%, the transactions contemplated under the Cooperation