China Development Bank Intrntnl Invstmnt : VOLUNTARY ANNOUNCEMENT - BUSINESS UPDATE - WACAI INVESTMENT AGREEMENT

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CHINA DEVELOPMENT BANK INTERNATIONAL INVESTMENT LIMITED 國開國際投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1062) VOLUNTARY ANNOUNCEMENT BUSINESS UPDATE - WACAI INVESTMENT AGREEMENT WACAI INVESTMENT AGREEMENT

The board of director (the "Board" or "Directors") of China Development Bank International Investment Limited (the "Company" and its subsidiaries, the "Group") is pleased to announce that a wholly-owned subsidiary of the Company entered into a preferred share purchase agreement (the "Wacai Investment Agreement") with Wacai Holdings Limited ("Wacai") on 8 April 2017, pursuant to which the Group, as one of the investors, agreed to subscribe for the newly issued preferred shares of Wacai at a consideration of USD25,000,000. As at the date of this announcement, the subscription of the preferred shares of Wacai by the Company has been completed.

The terms (including the consideration) of Wacai Investment Agreement have been arrived after arm's length negotiations among the parties. The Board considers that the terms of Wacai Investment Agreement are on normal commercial terms which are fair and reasonable, and the entering into of Wacai Investment Agreement is in the interests of the Company and its shareholders as a whole.

INFORMATION ON WACAI

As one of the earliest established Fin-tech companies in China, Wacai has now become a leading online comprehensive financial planning and wealth management platform in the industry. In June 2009, Wacai launched the first personal finance bookkeeping mobile application named "Wacai Bookkeeper" in China, and since then gradually evolved into a holistic personal finance platform with products including "Wacai Bao Wealth Management", "Credit Card Manager", "Money Manager" and "Money Town Community". With its devotion to providing one-stop online financial management tools information and advisory services to the mass market, Wacai has developed an ecosystem around personal financial planning, wealth management, credit management, and vertical online discussion forum. Based on the profound understanding of customer needs, user-friendly product design, cutting edge finance technology, and rigorous risk management, Wacai has been providing consistent and high-quality services to over 47 million registered users in the past eight years and the annual trading volume for wealth management product has exceeded RMB100 billion. Wacai is an independent third party of the Company.

REASONS FOR AND BENEFITS OF THE INVESTMENT

As a Fin-tech company with steady operation and sustainable operating profits, Wacai has bridged the capital and real economy through the Internet. It not only helps the capital to flow into the real economy more efficiently, but also provides more suitable wealth management means for the ordinary people, successfully reducing the credit cost for small-and-micro enterprises and effectively improving the asset yield for the investors.

The business of Wacai is like-minded with the idea of China Development Bank Corporation ("CDB") of providing inclusive finance to more small-and-micro enterprises and individuals which is devoted to providing finance service to more small and micro enterprises and individuals. The Company will proactively leverage CDB's affluent knowledge and experience in financial areas and cooperate with Wacai closely in asset development and capital cooperation under the framework of "wholesale banks plus retail institution" in order to promote the positive interaction between the finance and real economy jointly.

This announcement is made on a voluntary basis.

By Order of the Board

China Development Bank International Investment Limited BAI Zhe

Chairman

Hong Kong, 26 May 2017

As at the date of this announcement, the Board is comprised of Mr BAI Zhe, Mr YUAN Chun and Mr ZHANG Jielong as Executive Directors; and Mr WANG Xiangfei, Mr SIN Yui Man and Mr FAN Ren Da, Anthony as Independent Non-executive Directors.