China Development Bank Intrntnl Invstmnt : VOLUNTARY ANNOUNCEMENT - FINANCIAL ASSISTANCE FROM CONTROLLING SHAREHOLDER

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.

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 - FINANCIAL ASSISTANCE FROM CONTROLLING SHAREHOLDER

The Board is pleased to announce that on 11 November 2016, the Loan Agreement was entered into between CDBIH as lender and the Company as borrower, pursuant to which CDBIH will provide a Loan to the Company.

As at the date of this announcement, CDBIH held approximately 66.16% of the issued share capital of the Company and is the controlling shareholder of the Company. Accordingly, CDBIH is a connected person of the Company, and entering into the Loan Agreement between the Company and CDBIH constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. However, the Board considers that as (i) the Loan Agreement has been entered into after arm's length negotiations between the Company and CDBIH and determined on normal commercial terms or better and (ii) the Loan is not secured by any asset of the Group, the Loan is fully exempted from the shareholders' approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules.

This announcement is made by the Company on a voluntary basis.

The Board is pleased to announce that on 11 November 2016, the Loan Agreement was entered into between CDBIH as lender and the Company as borrower, pursuant to which CDBIH will provide a term loan to the Company in the amount of up to US$100,000,000 (the "Loan"). The principal terms of the Loan Agreement are set out as follows:

THE LOAN AGREEMENT

Date: 11 November 2016

Lender: CDBIH

Borrower: the Company

Principal Amount: up to US$100,000,000 or its equivalent in other currencies

Interest Rate: 1.65% per annum over US$ 3-month LIBOR, payable at the end of each Interest Period

Interest Period: a period of three months which shall end no later than the Final Repayment Date; provided that if any Interest Period of the Loan would end on a day after the Final Repayment Date, such Interest Period shall be shortened to end on the Final Repayment Date

Term: 12 months after the date of first drawdown of the Loan, which may be extended in accordance with the Final Repayment Date

Final Repayment Date: the date falling 12 months after the date of first drawdown, which may be automatically extended for another 12 months unless notified by either CDBIH or the Company not to extend

Repayment: The Loan (including all accrued interest and any amounts payable under the Loan Agreement) shall be repaid on the Final Repayment Date.

Use of Proceeds: general working capital (including but not limited to investment in projects)

REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN AGREEMENT

The Directors (including the independent non-executive Directors) consider that the Loan will be used for general working capital (including but not limited to investment in projects) of the Group.

The Directors (including the independent non-executive Directors) are of the view that the Loan Agreement has been entered into after arm's length negotiations on normal commercial terms or better.

LISTING RULES IMPLICATIONS

As at the date of this announcement, CDBIH held approximately 66.16% of the issued share capital of the Company and is the controlling shareholder of the Company. Accordingly, CDBIH is a connected person of the Company, and entering into the Loan Agreement between the Company and CDBIH constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. However, the Board considers that as (i) the Loan Agreement has been entered into after arm's length negotiations between the Company and CDBIH and determined on normal commercial terms or better and (ii) the Loan is not secured by any asset of the Group, the Loan is fully exempted from the shareholders' approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board" the board of Directors

"CDBIH" China Development Bank International Holdings Limited, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of CDBC

"Company" China Development Bank International Investment Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

"connected person" has the meaning ascribed to it under the Listing Rules "controlling shareholder" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

"Hong Kong" Hong Kong Special Administrative Region of the PRC

"LIBOR" in relation to the Loan, the London interbank offered rate as determined in the manner set out in the Loan Agreement

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited

"Loan Agreement" a loan agreement dated 11 November 2016 entered into between

CDBIH as lender and the Company as borrower

"PRC" the People's Republic of China

"Shareholder(s)" shareholder(s) of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"US$" United States dollar, the lawful currency of the United States of America

"%" per cent.

By Order of the Board

China Development Bank International Investment Limited BAI Zhe

Chairman

Hong Kong, 11 November 2016

As at the date of this announcement, the Board is comprised of Mr BAI Zhe, Mr LIU Xiao Guang, 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.