C&D International Investment: 06/16/2021 Announcements and Announcements – VOLUNTARY ANNOUNCEMENT OF RENEWABLE LOAN AGREEMENT

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C&D INTERNATIONAL INVESTMENT GROUP LIMITED

建 發 國 際 投 資 集 團 有 限 公 司

(Registered in the Cayman Islands with limited liability)

(Article number: 1908)

VOLUNTARY NOTICE

RENEWABLE LOAN AGREEMENT

This is a voluntary announcement by C&D International Investment Group Limited (the ”society”, along with its subsidiaries, the ”group”).

THE LOAN AGREEMENT WITH RENEWABLE LOANS

The board of directors (the ”Directors”) of the company is pleased to announce that the company, Xiamen Yi Yue Property Company Limited * (廈門 益 悅 置業 有限 公司) (”Yi Yue”), an indirect wholly-owned subsidiary of the Company, and C&D Real Estate Corporation Limited * (建 發 房地產 集團 有限公司) (”C&D real estate”) was added

1. renewable fixed-term loan agreement (the ”Loan agreement with an extendable term”). Under the extendable loan agreement, C&D Real Estate has agreed to Yi Yue (the ”loan”). C&D real estate‘The obligation to provide the loan is met by offsetting a corresponding amount from the shareholder‘s loan from C&D Real Estate to the company (the
   ”shareholder‘s loan”). The original annual interest rate on the loan is the five-year prime rate (the ”LPR”) published by the people‘s Bank of China x (1 + VAT rate). If the VAT policy allows input tax deduction on interest expenses in the future, the annual interest rate of the loan will be adjusted to the LPR over five years. The interest rate on the loan is updated every six months based on the last five year LPR published by People‘s Bank of China in the previous month.

According to the loan agreement with an extendable term, the initial term of the loan is 10 years, starting on June 30, 2021, which can then be extended every five years. Therefore, Yi Yue can choose to repay the principal and interest or defer repayment (in whole or in part) for a further five years on the day that is 10 years after the date of the extendable loan agreement. In the latter case, Yi Yue can defer repayment (in whole or in part) for five years until Yi Yue has paid back all outstanding principal amounts and interest. Every time Yi Yue decides to defer repayment (in whole or in part), the annual interest rate on the loan is increased by 3% until it reaches 10%. Yi Yue has the right to the principal amount outstanding on the three years after the 30th. Interest on the loan should be deducted before income tax in accordance with relevant applicable regulations.

REASONS AND BENEFITS OF ENTERING THE RENEWABLE LOAN AGREEMENT

The group is mainly engaged in real estate development, real estate industry chain investment services and investments in emerging industries in PRC. The loan is for Yi Yue. used‘s business development, including but not limited to new project development, payment of operating expenses, etc. The Directors believe that the establishment of the renewable loan agreement will benefit the Group‘s overall financing in the sense that: (i) the original interest rate on the loan has been determined using the market rate of similar loans and the interest rate on the loan is better than that offered by independent third party financing institutions; (ii) with Yi Yue’s right to postpone repayment (in whole or in part) of the principal and interest of the loan, the loan is shown as the company’s equity, which means that the company can reduce its debt and adjust its capital structure more flexibly ; and (iii) the loan does not require the Company to pledge or secure its assets or to provide a guarantee as would normally be required by independent third party financing institutions offering similar loans. The Directors believe that the terms of the extendable loan agreement are more favorable than the terms of the same type of unsecured loan offered to the group of independent third party financial institutions in Hong Kong and the PRC, and the extendable loan agreement will come into effect on normal trading conditions or better.

The loan is considered to be an equity instrument under applicable accounting principles. Upon conclusion of the loan agreement with an extendable term, the book value of the shareholder becomes‘s A loan of RMB 5,000,000,000 as of June 30, 2021 will be derecognized as a liability of the company and recorded as equity of the company, which will reduce the leverage ratio, increase the capital base and improve the net asset position of the group. As the Group’s financial condition will improve upon the signing of the renewable loan agreement, the Directors expect that the Company will be able to maintain an adequate capital structure with a solid financial position that is consistent with the long-term development of the Company. In light of the above, the Directors believe that entering into the renewable loan agreement is in the best interests of the company and its shareholders as a whole.

EFFECTS OF THE LISTING RULES

C&D Real Estate is the controlling shareholder of the company and is therefore a related person of the company under the listing rules. The transaction envisaged under the renewable loan agreement would therefore constitute a related transaction by the Company.

Reference is made to the Company’s announcement dated December 1, 2020 that the Company, Yi Yue and C&D Real Estate entered into a loan agreement with an extendable term (the ”Agreement 2020”) on December 1, 2020, after which C&D Real Estate agreed to sell Yi Yue (the ”2020 loan”) and C&D Immobilien‘The obligation to provide the 2020 loan will be met by offsetting a corresponding amount from the shareholder‘s Loan from C&D Real Estate to the company. Since the 2020 loan and loan are loans that were or are to be granted to Yi Yue by C&D Real Estate within the last 12 month period, they should be aggregated for the purpose of calculating the relevant percentages according to the rule

14A.81 of the Listing Rules. Since both the 2020 loan under the 2020 contract and the loan provided or to be provided by C&D Real Estate under the loan agreement with an extendible term are secured on normal or better terms and conditions and not by the group’s assets, those under the The 2020 agreement and the renewable loan agreement would be exempt from reporting, announcement and independent shareholders‘ Admission requirements in accordance with Rule 14A.90 of the Listing Rules.

Company shareholders and potential investors are advised to exercise caution when trading in Company securities.

For and on behalf of

C&D International Investment Group Limited

Zhuang Yuekai

Chairman and Managing Director

Hong Kong, June 16, 2021

As of the date of this announcement, the managing directors are Mr. Zhuang Yuekai (Chairman), Ms. Zhao Chengmin and Mr. Lin Weiguo (Chief Executive Officer); the non-executive directors are Mr. Huang Wenzhou, Ms. Ye Yanliu, and Mr. Wang Wenhuai; and the independent non-executive directors are Mr. Wong Chi Wai, Mr. Wong Tat Yan, Paul, and Mr. Chan Chun Yee.

• for identification purposes only