Ground International Development : DISCLOSEABLE TRANSACTION - PROVISION OF GUARANTEE SERVICES

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.

GROUND INTERNATIONAL DEVELOPMENT LIMITED

廣澤國際發展有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 989)

DISCLOSEABLE TRANSACTION -

PROVISION OF GUARANTEE SERVICES

PROVISION OF GUARANTEE SERVICES

On 12 January 2019 and 18 September 2019, FR Guarantee, an indirect wholly owned subsidiary of the Company, entered into the Guarantee Agreement A and the Guarantee Agreement B respectively with the Customer pursuant to which FR Guarantee has agreed to provide guarantees to the Bank in connection with the Customer's obligations under the Loan Agreements in the principal amounts of RMB13,000,000 and RMB30,000,000 respectively entered into between the Bank and the Customer.

In consideration of FR Guarantee entering into the Guarantee Agreement A, the Customer has provided a security in respect of a property held by a connected person of the Customer. In consideration of FR Guarantee entering into the Guarantee Agreement B, the Customer has also provided a security in respect of a property held by the connected person of the Customer in favour of FR Guarantee, together with personal guarantees provided by the Customer's shareholders and the connected persons of the Customer.

FR Guarantee has charged the Customer respective guarantee fees of RMB325,000 (equivalent to approximately HK$360,750) (i.e. 2.5% of the principal amount of RMB13,000,000 under the Loan Agreement A, the rate of which is on normal commercial terms and in the ordinary and usual course of business of FR Guarantee) and RMB900,000 (equivalent to approximately HK$999,000) (i.e. 3% of the principal amount of RMB30,000,000 under the Loan Agreement B, the rate of which is on normal commercial terms and in the ordinary and usual course of business of FR Guarantee).

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement A and the Guarantee Agreement B, on a standalone basis, are all below 5%, the provision of guarantee services under the Guarantee Agreement A and the Guarantee B is not subject to the disclosure requirement under the Listing Rules.

1

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreements on an aggregate basis exceed 5% but all are less than 25%, the entering into of the Guarantee Agreements and the transactions contemplated thereunder constitute a discloseable transaction of the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

PROVISION OF GUARANTEE SERVICES

On 12 January 2019 and 18 September 2019, FR Guarantee, an indirect wholly owned subsidiary of the Company, entered into the Guarantee Agreements with the Customer pursuant to which FR Guarantee has agreed to provide guarantees to the Bank in connection with the Customer's obligations under the Loan Agreements in the principal amounts of RMB13,000,000 and RMB30,000,000 respectively entered into between the Bank and the Customer.

The salient terms of the Guarantee Agreements are summarised below:

Guarantee Agreement	:	Guarantee Agreement B	Guarantee Agreement A
Date	:	18 September 2019	12 January 2019
Guarantor	:	FR Guarantee
Principal and the	:	The Customer
borrower
Loan period	:	One year	362 days
Term	:	The guarantee obligation shall continue until two years
		from the final repayment date of each of the Loan
		Agreements. If the loan agreement is extended or the
		amounts owed by the Customer under each of the Loan
		Agreements are declared due and repayable in advance of
		the expiry date, the guarantee obligation shall continue until
		two years from the relevant extended date/final repayment
		date. In case of repayment by instalments, continue until
		two years from the repayment date of the final tranche.
Guaranteed obligations	: FR Guarantee shall guarantee the Customer's obligations
		under each of the Loan Agreements including the respective
		principal amount, interest (including compound interest and
		default interest), penalty, damages, fees and etc.

In consideration of FR Guarantee entering into the Guarantee Agreement A, the Customer has procured the provision of a security in respect of a property held by a connected person of the Customer. In consideration of FR Guarantee entering into the Guarantee Agreement B, the Customer has procured the provision of a security in respect of a property held by the connected person in favour of FR Guarantee together with personal guarantees provided by the Customer's shareholders and the connected persons of the Customer.

2

FR Guarantee has charged the Customer respective guarantee fees of RMB325,000 (equivalent to approximately HK$360,750) (i.e. 2.5% of the principal amount of RMB13,000,000 under the Loan Agreement A, the rate of which is on normal commercial terms and in the ordinary and usual course of business of FR Guarantee) and RMB900,000 (equivalent to approximately HK$999,000) (i.e. 3% of the principal amount of RMB30,000,000 under the Loan Agreement B, the rate of which is on normal commercial terms and in the ordinary and usual course of business of FR Guarantee).

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Customer and its connected persons (including shareholders), the Bank and their respective ultimate beneficial owner(s) of the counterparty are third parties independent of the Company and its connected persons.

REASONS FOR AND BENEFITS FOR THE TRANSACTION

FR Guarantee, an indirect wholly-owned subsidiary of the Company, is a licensed guaranty company in Jilin Province, the PRC, and is principally engaged in the provision of guarantee services to its customers. All the terms under the Guarantee Agreements were negotiated on an arm's length basis between FR Guarantee and the Customer.

Taking into account that it is in FR Guarantee's ordinary course of business to provide the guarantee service and the guarantee fee income and the related cash inflow generated for the Group arising from the Guarantee Agreements, the Directors are of the opinion that the Guarantee Agreements were entered into on normal commercial terms based on the FR Guarantee's credit policy and the terms are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

GENERAL

Information relating to the Company and FR Guarantee

The Company is an investment holding company. The Group is principally engaged in property development and management, including planning, design, budgeting, licensing, contract tendering and contract administration, property investment, and provision of financial services.

FR Guarantee is a company established in the PRC and is an indirect wholly owned subsidiary of the Company. The principal activity of FR Guarantee is the provision of guarantee services.

Information relating to the Customer

The Customer is an entity established in the PRC, which is principally engaged in industrial, private and public construction; road, bridge and municipal construction; decoration project work, building wall project work, steel structure engineering, electrical equipment installation project work, and earthwork engineering; tourism resources investment and development, green ecological product investment and development; mine resources development; real estate investment and development; agricultural information consultancy; energy-saving technological research and development; construction labour sub-contracting; and landscape project work.

3

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement A and the Guarantee Agreement B, on a standalone basis, are all below 5%, the provision of guarantee services under the Guarantee Agreement A and the Guarantee B is not subject to the disclosure requirement under the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreements on an aggregate basis exceed 5% but all are less than 25%, the entering into of the Guarantee Agreements and the transactions contemplated thereunder constitute a discloseable transaction of the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless the context otherwise requires, the following expressions have the following meanings in this announcement:

"Bank"	Changchun Development Rural Commercial Bank Company Limited
	which is a licensed bank under the PRC laws
"Board"	the board of Directors
"Company"	Ground International Development Limited, a company incorporated
	in Bermuda with limited liabilities whose ordinary shares are listed on
	the Main Board of the Stock Exchange
"Customer"	an entity established in the PRC which is a third party independent of
	the Company and its connected persons
"Directors"	the directors of the Company
"FR Guarantee"	吉林省灃潤融資擔保有限公司 (Jilin Province Fengrun Financing
	Guaranty Company Limited*), a company established under the laws
	of the PRC and an indirect wholly owned subsidiary of the Company
"Group"	the Company and its subsidiaries
"Guarantee	the corporate guarantee agreement dated 12 January 2019 entered into
Agreement A"	between FR Guarantee (as guarantor) and the Customer (as borrower),
	in relation to the provision of guarantee service
"Guarantee	the corporate guarantee agreement dated 18 September 2019 entered
Agreement B"	into between FR Guarantee (as guarantor) and the Customer (as
	borrower), in relation to the provision of guarantee service
"Guarantee	collectively, the Guarantee Agreement A and the Guarantee Agreement
Agreements"	B
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock Exchange
	4

"Loan Agreement	the loan agreement in the principal amount of RMB13,000,000 dated
A"	12 January 2019 and entered into between the Customer as borrower
	and the Bank as lender
"Loan Agreement	the loan agreement in the principal amount of RMB30,000,000 dated
B"	16 September 2019 and entered into between the Customer as borrower
	and the Bank as lender
"Loan Agreements"	collectively, the Loan Agreement A and the Loan Agreement B
"Percentage	the percentage ratios under Rule 14.07 of the Listing Rules
Ratios"
"PRC"	the People's Republic of China, which for the purpose of this
	announcement excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) in the share capital of the Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent

For the purpose of this announcement, unless otherwise indicated, conversion of RMB into HK$ is calculated at the approximate exchange rate of RMB1.00 to HK$1.11. This exchange rate is adopted for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this rate or any other rate at all.

By order of the Board

Ground International Development Limited

Cui Xintong

Chairperson

Hong Kong, 18 September 2019

As at the date of this announcement, the executive Directors are Ms. Cui Xintong and Ms. Liu Hongjian; the non-executive Director is Mr. Cong Peifeng and the independent non-executive Directors are Mr. Tsang Hung Kei, Mr. Zhu Zuoan and Mr. Wang Xiaochu.

*For identification only

5