C&D International Investment : 2020-12-23 Announcements and Notices - (1) PROPOSED SPIN-OFF AND SEPARATE LISTING OF THE SHARES OF C&D PROPERTY MANAGEMENT GROUP CO., LTD ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF INTRODUCTION (2) DECLARATION OF CONDITIONAL DISTRIBUTION IN SPECIE AND (3) EXPECTED ISSUE OF THE LISTING DOCUMENT OF C&D PROPERTY MANAGEMENT GROUP CO., LTD

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.

This announcement appears for information purposes only and does not constitute or form part of any prospectus, invitation or offer to acquire, purchase or subscribe for any securities nor shall it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever. In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong or elsewhere.

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

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)

(1) PROPOSED SPIN-OFF AND SEPARATE LISTING OF

THE SHARES OF C&D PROPERTY MANAGEMENT GROUP CO., LTD

ON THE MAIN BOARD OF THE STOCK EXCHANGE OF

HONG KONG LIMITED

BY WAY OF INTRODUCTION

1. DECLARATION OF CONDITIONAL DISTRIBUTION IN SPECIE AND
2. 1. EXPECTED ISSUE OF THE LISTING DOCUMENT OF C&D PROPERTY MANAGEMENT GROUP CO., LTD

References are made to the announcements of the Company dated 30 September 2020 and 11 December 2020 in relation to, among other things, the Proposed Spin-off and separate listing of the C&D Property Shares on the Main Board of the Stock Exchange by way of introduction, which will be implemented through a distribution in specie by the Company of all the C&D Property Shares to the Qualifying Shareholders.

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DECLARATION OF CONDITIONAL DISTRIBUTION IN SPECIE

The Company announces that the Proposed Spin-off has been approved by the Board. On 23 December 2020, the Board declared a conditional distribution in specie of all the issued C&D Property Shares held by the Company, representing all the issued shares of C&D Property, to the Qualifying Shareholders. The Distribution is conditional upon the Listing Committee granting the approval for the listing by way of introduction of, and permission to deal in, the C&D Property Shares on the Main Board of the Stock Exchange and such approval not having been revoked prior to 8:00 a.m. (Hong Kong time) on the Listing Date. If this condition is not satisfied, the Distribution will not be made, and the Proposed Spin-off will not take place.

The record date for determining entitlements to the Distribution will be on Tuesday, 29 December 2020. All transfers of the Shares, accompanied by the relevant Share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 29 December 2020 in order to qualify for the Distribution.

EXPECTED ISSUE OF THE LISTING DOCUMENT OF C&D PROPERTY

The Listing Document in relation to the Proposed Spin-off expected to be issued by C&D Property on or around Monday, 28 December 2020 will be despatched to the Registered Shareholders (subject to any legal restrictions under the applicable laws of the relevant jurisdictions where they are located or residing and/or the requirements of the relevant regulatory bodies or stock exchanges in those jurisdictions). It will also be available on the Stock Exchange's website at www.hkexnews.hk, on C&D Property's website at www.cndservice.com and on the Company's website at www.cndintl.com. Copies of the Listing Document will also be available at the office of the sole sponsor of the proposed listing of C&D Property, details of which are expected to be announced by C&D Property on or around Monday, 28 December 2020.

The listing of the C&D Property Shares pursuant to the Proposed Spin-off is subject to the granting by the Listing Committee for the listing by way of introduction of, and permission to deal in, the C&D Property Shares on the Main Board of the Stock Exchange and the final decision of the board of C&D Property. Accordingly, there is no assurance that the Proposed Spin-off will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Distribution will not be made. Shareholders and other investors are reminded to exercise caution when dealing in the securities of the Company. Any person who is in doubt about his/ her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

References are made to the announcements of the Company dated 30 September 2020 and 11 December 2020 in relation to, among other things, the Proposed Spin-off and separate listing of the C&D Property Shares on the Main Board of the Stock Exchange by way of introduction, which will be implemented through a distribution in specie by the Company of all the C&D Property Shares to the Qualifying Shareholders.

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DECLARATION OF CONDITIONAL DISTRIBUTION IN SPECIE

The Company announces that Proposed Spin-off has been approved by the Board. On 23 December 2020, the Board declared a conditional distribution in specie of all the issued C&D Property Shares held by the Company, representing all the issued shares of C&D Property, to the Qualifying Shareholders.

Condition to the Distribution

The Distribution is conditional upon the Listing Committee granting the approval for the listing by way of introduction of, and permission to deal in, the C&D Property Shares on the Main Board of the Stock Exchange and such approval not having been revoked prior to 8:00 a.m. (Hong Kong time) on the Listing Date. If this condition is not satisfied, the Distribution will not be made, and the Proposed Spin-off will not take place.

Entitlement of Qualifying Shareholders

If the Distribution becomes unconditional, it will be satisfied wholly by way of a distribution in specie of all the issued C&D Property Shares held by the Company, representing all the issued shares of C&D Property, to the Qualifying Shareholders. Pursuant to the Distribution, the Qualifying Shareholders will be entitled to one C&D Property Share for every one Share held on the Record Date.

Non-Qualifying Shareholder(s)

The distribution of the C&D Property Shares under the Distribution to certain Shareholders may be subject to laws of jurisdictions outside Hong Kong. Shareholders and Beneficial Shareholders whose addresses registered in the register of members of the Company are in/ or who are located or residing in jurisdictions other than Hong Kong should inform themselves about and observe all legal and regulatory requirements applicable to them. It is the responsibility of Shareholders and Beneficial Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdictions applicable to them in connection with the Distribution, including obtaining of any governmental, exchange control or other consents which may be required, or compliance with any other necessary formalities and payment of any issue, transfer or other taxes due in such jurisdictions. Overseas Shareholders and Beneficial Shareholders should consult their professional advisers if they are in any doubt as to the potential applicability of, or consequences under, any provision of law or regulation or judicial or regulatory decisions or interpretations in any jurisdiction, territory or locality therein or thereof and, in particular, whether there will be any restriction or prohibition on the receipt, acquisition, retention, disposal or otherwise with respect to the C&D Property Shares.

The C&D Property Shares which the Non-Qualifying Shareholder(s) would otherwise receive pursuant to the Distribution will be sold by the Company on their behalf on the market as soon as reasonably practicable following the commencement of dealings in the C&D Property Shares on the Main Board of the Stock Exchange. The aggregate proceeds of such sale (net of expenses and taxes) will be paid to the relevant Non-Qualifying Shareholder(s) (in proportion to his/her/their respective shareholdings in the Company as at the Record Date) in Hong Kong dollars in full satisfaction of the relevant C&D Property Shares which they would otherwise receive pursuant to the Distribution, provided that if the

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amount that a Non-Qualifying Shareholder would be entitled to receive is less than HK$100, such sum will be retained for the benefit of the Company. Such payment of net proceeds to the Non-Qualifying Shareholder(s) is expected to be made on or around 29 January 2021.

Please refer to the Listing Document for further details in respect of the Non-Qualifying Shareholder(s). The availability of the Listing Document is set out in the paragraph headed ''Expected Issue of the Listing Document of C&D Property'' below.

PRC Stock Connect Investors

According to the ''Stock Connect Shareholding Search'' available on the Stock Exchange's website (www.hkexnews.hk), as at 19 December 2020, China Clear held 63,676,000 Shares, representing 5.4% of the total issued Shares. China Clear is a CCASS Participant with HKSCC Nominees Limited.

The Board and the board of C&D Property have made the relevant enquiries and have been advised by the PRC legal advisers of C&D Property that the PRC Stock Connect Investors may receive the C&D Property Shares pursuant to the Distribution through China Clear. In addition, according to the PRC legal advisers of C&D Property, pursuant to the Shenzhen Stock Exchange Measures for the Implementation of Shenzhen-Hong Kong Stock Connect promulgated and effective on 30 September 2016 and last amended on 13 March 2020, the PRC Stock Connect Investors (or the relevant China Clear participants, as the case may be) whose stock accounts in China Clear are credited with the C&D Property Shares may only sell them on the Stock Exchange under the Shenzhen-Hong Kong Stock Connect.

PRC Stock Connect Investors should seek advice from their intermediaries (including brokers, custodians, nominees or China Clear participants) and/or other professional advisers for details of the logistical arrangements as required by China Clear.

Expected Timetable for the Distribution

The record date for determining entitlements to the Distribution will be on Tuesday, 29 December 2020. The current expected timetable for the Distribution is as follows:

Event Date

Last day of dealings in Shares on a cum

entitlement basis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 24 December 2020

First day of dealings in Shares on an ex

entitlement basis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 28 December 2020

Latest time for lodging transfers of Shares to

qualify for entitlement to the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 29 December 2020

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 29 December 2020

Share certificates for the C&D Property Shares to be

despatched on(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 30 December 2020

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Dealings in the C&D Property Shares on the

Stock Exchange expected to commence at(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 31 December 2020

Notes:

1. All dates and time refer to Hong Kong dates and times, unless otherwise stated. If there is any change in the expected timetable or if the Listing does not proceed, further announcement(s) will be made as and when appropriate.
2. The share certificates of C&D Property are expected to be despatched to the Qualifying Shareholders by ordinary post at their own risk on Wednesday, 30 December 2020. If the Distribution does not become unconditional, the share certificates of C&D Property will not become valid and dealings in the C&D Property Shares on the Stock Exchange will not commence on Thursday, 31 December 2020. Any persons who deal in the C&D Property Shares prior to the receipt of the share certificates of C&D Property or prior to the share certificates of C&D Property becoming valid do so entirely at their own risk.

All transfers of the Shares, accompanied by the relevant Share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 29 December 2020 in order to qualify for the Distribution.

Please refer to the Listing Document for further details in respect of the expected timetable of the Proposed Spin-off.

EXPECTED ISSUE OF THE LISTING DOCUMENT OF C&D PROPERTY

The Listing Document in relation to the Proposed Spin-off expected to be issued by C&D Property on or around Monday, 28 December 2020 will be despatched to the Registered Shareholders (subject to any legal restrictions under the applicable laws of the relevant jurisdictions where they are located or residing and/or the requirements of the relevant regulatory bodies or stock exchanges in those jurisdictions). It will also be available on the Stock Exchange's website at www.hkexnews.hk, on C&D Property's website at www.cndservice.com and on the Company's website at www.cndintl.com. Copies of the Listing Document will also be available at the office of the sole sponsor of the proposed listing of C&D Property, details of which are expected to be announced by C&D Property on or around Monday, 28 December 2020.

Further announcement(s), if necessary, will be made by the Company in relation to the Proposed Spin-off as and when appropriate.

GENERAL

The listing of the C&D Property Shares pursuant to the Proposed Spin-off is subject to the granting by the Listing Committee for the listing by way of introduction of, and permission to deal in, the C&D Property Shares on the Main Board of the Stock Exchange and the final decision of the board of C&D Property. Accordingly, there is no assurance that the Proposed Spin-off will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Distribution will not be made. Shareholders and other investors are reminded to exercise caution when dealing

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in the securities of the Company. Any person who is in doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

DEFINITIONS

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

''Beneficial Shareholder(s)''

''Board'' ''BVI'' ''CCASS''

''CCASS Clearing Participant''

''CCASS Custodian Participant''

''CCASS Investor Participant''

''CCASS Participant''

''C&D Property''

beneficial owner(s) of Shares whose Shares are registered in the name of the Registered Shareholder(s)

the board of Directors

the British Virgin Islands

the Central Clearing and Settlement System established and operated by HKSCC

a person admitted to participate in CCASS as a direct clearing participant or general clearing participant

a person admitted to participate in CCASS as a custodian participant

a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation

a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant

C&D Property Management Group Co., Ltd 建發物業管理 集團有限公司 (formerly known as Li Chi International Limited 利馳國際有限公司 and C&D Property Development Group Co., Ltd 建發物業發展集團有限公司), a BVI business company incorporated in the BVI with limited liability on 4 May 2016

''C&D Property Share(s)''	the ordinary share(s) with a par value of HK$0.01 each of
	C&D Property
''Company''	C&D International Investment Group Limited (建發國際投
	資集團有限公司), a company incorporated in the Cayman
	Islands with limited liability and the Shares of which are
	listed on the Main Board of the Stock Exchange
''China Clear''	China Securities Depository and Clearing Corporation
	Limited (中國證券登記結算有限公司)

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''Distribution''	the conditional special dividend declared by the Board on 23
	December 2020 to be satisfied by way of a distribution in
	specie of an aggregate of 1,176,711,106 C&D Property
	Shares to the Qualifying Shareholders on the Record Date,
	subject to the satisfaction of the conditions described in the
	section headed ''CDI Distribution and the Spin-off'' in the
	Listing Document
''Excluded Jurisdiction(s)''	the jurisdiction(s) outside Hong Kong in respect of which
	the Board and the board of C&D Property have determined
	after making relevant enquiries that it is necessary or
	expedient not to distribute the C&D Property Shares to
	Shareholders or Beneficial Shareholders located or residing
	in such jurisdiction(s) pursuant to the Distribution, on
	account of either the legal restrictions under the applicable
	laws of the such jurisdiction(s) and/or the requirements of
	the relevant regulatory body(ies) or stock exchange(s) in
	such jurisdiction(s)
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''HKSCC''	Hong Kong Securities Clearing Company Limited, a wholly-
	owned subsidiary of Hong Kong Exchanges and Clearing
	Limited
''Listing''	the listing of the C&D Property Shares on the Main Board
	of the Stock Exchange
''Listing Committee''	the Listing Committee of the Stock Exchange
''Listing Date''	the date on which the C&D Property Shares are first listed
	and from which dealings in the C&D Property Shares first
	commence on the Main Board of the Stock Exchange,
	expected to be on or around Thursday, 31 December 2020
''Listing Document''	the listing document in relation to the Proposed Spin-off to
	be issued by C&D Property, expected to be on or around
	Monday, 28 December 2020
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange

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''Non-Qualifying	Overseas Shareholder(s) with registered addresses in the
Shareholder(s)''	Excluded Jurisdiction(s), and Shareholder(s) who is/are
	otherwise known by the Company to be resident(s) of, or
	located in jurisdiction(s) outside Hong Kong on the Record
	Date who will not receive Shares pursuant to the
	Distribution where the Board and the board of C&D
	Property after making relevant enquiries and based on legal
	advice provided by the legal adviser(s) consider it necessary
	or expedient to exclude him/her/them from receiving the
	C&D Property Shares on account either of the legal
	restrictions under the laws of the relevant jurisdiction(s)
	where he/she/they is/are located or residing and/or the
	requirements of the relevant regulatory body(ies) or stock
	exchange(s) in such jurisdiction(s)
''Overseas Shareholder(s)''	Shareholder(s) whose address(es), as shown on the register
	of members of the Company as at the Record Date, is/are in
	any jurisdiction other than Hong Kong
''PRC''	the People's Republic of China, which for the purpose of
	this announcement, excludes Hong Kong, the Macau Special
	Administrative Region and Taiwan
''PRC Stock Connect	the PRC southbound trading investor(s) through Shenzhen-
Investor(s)''	Hong Kong Stock Connect who hold the Shares through
	China Clear as nominee
''Proposed Spin-off''	the proposed spin-off and separate listing of the C&D
	Property Shares on the Main Board of the Stock Exchange
''Qualifying Shareholder(s)''	Shareholder(s) whose name(s) appeared on the register of
	members of the Company as at the Record Date and not
	being Non-Qualifying Shareholder(s)
''Record Date''	Tuesday, 29 December 2020, being the record date that was
	determined by the Board for determining the entitlements of
	the Shareholders to the Distribution
''Registered Shareholder(s)''	in respect of Beneficial Shareholder(s), any nominee(s),
	trustee(s), depository(ies) or any other authorised
	custodian(s) or third-party(ies) whose name(s) is/are entered
	in the register of members of the Company as the holder(s)
	of the Shares in which the Beneficial Shareholder(s) is/are
	beneficially interested
''Share(s)''	the ordinary share(s) of HK$0.1 each of the Company
''Shareholder(s)''	holder(s) of the Share(s)

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''Shenzhen-Hong Kong Stock	the securities trading and clearing links programme
Connect''	developed by the Stock Exchange, the Shenzhen Stock
	Exchange, HKSCC and China Clear for the establishment of
	mutual market access between Hong Kong and Shenzhen
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''subsidiary(ies)''	has the meaning ascribed to it under the Listing Rules
	For and on behalf of
	C&D International Investment Group Limited
	Zhuang Yuekai
	Chairman and Executive Director

Hong Kong, 23 December 2020

As at the date of this announcement, the executive 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.

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