Stock Code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No.:2016-019
ANNOUNCEMENT ON GUARANTEE FROM A SUBSIDIARY OF THE COMPANY FOR A BANK LOAN TO GEMDALE PROPERTIES AND INVESTMENT
The Company and all the members of the Board of Directors warrant that the content of this announcement is true, accurate and complete and shall be jointly liable for any false presentation, misleading statement or material omission hereof.
Important Highlights:
The name of the guaranteed company: Gemdale Properties and Investment Corporation Limited
The amount of guarantee: USD 20,000,000
With counter-guarantee or not: No
Aggregate amount of overdue external guarantees: Nil
I. Particulars of the Guarantee
Gemdale Properties and Investment Corporation Limited (hereinafter referred to as “Gemdale Properties and Investment”), a subsidiary of the Company, has applied for credit facilities at an amount of USD 20,000,000 with Ping An Bank Co. Ltd. As a condition for granting the bank loan, Famous Commercial Limited (hereinafter referred to as “Famous Commercial”), a wholly-owned subsidiary of the Company, shall provide a guarantee at an amount of USD 20,000,000. The guarantee has been considered and approved at the board meeting and shareholders’ meeting of Famous Commercial.
II. Basic Information of the Guaranteed Company
The name of the guaranteed company: Gemdale Properties and Investment Corporation Limited
Date of establishment: 23 August 1989
Registered address: BermudaIslands
Registered capital: HK$1,579,346,782.70
Scope of business: Development, investment and management of residential properties, office buildings and business park projects
As of 31 December 2015, Gemdale Properties and Investment has net assets of RMB9,850,026,000, total assets of RMB25,100,925,000, and a revenue of RMB4,240,759,000 from 1 January 2015 to 31 December 2015.
Its relationship with the Company: Gemdale Properties and Investment is a subsidiary of the Company within the scope of the consolidated statements of the Company.
III. Main Contents of the Guarantee Agreement
Gemdale Properties and Investment has applied for credit facilities at an amount of USD 20,000,000 with Ping An Bank Co. Ltd. The loans shall expire in April 2017. Famous Commercial shall provide a guarantee at an amount equivalent to 100% of the amount of the loan. The term of the guarantee shall commence from the date the Guarantee Agreement becomes effective and end after 2 yearsof performing the obligations under the loan agreement.
IV. Opinions of the Board of Directors
The guarantee is provided by Famous Commerce to Gemdale Properties and Investment for the credit facilities of USD 20,000,000 granted by tPing An Bank Co. Ltd in an effort to ensure that Gemdale Properties and Investment will have sufficient working capital. Gemdale Properties and Investment has sound project operations and stable business revenue. Looking forward, Gemdale Properties and Investment is expected to have a strong capability to repay the loan.
The guarantee is in compliance with the Company Law, the Articles of Association and the Notice on Regulation of External Guarantee Acts of Listed Companies (Zhen Jian Fa 2005 No. 120) (《关于规范上市公司对外担保行为的通知》(证监发[2005]120号) ) and other relevant regulations.
V. Aggregate Amount of External Guarantees and Overdue External Guarantees
As of the date hereof, the Company has a balance of guarantees of RMB 3.784 billion, representing 11.26% of the audited net assets of the Company attributable to the shareholders of the listed company for 2015. Of which, a balance of RMB 1.078 billion is guarantee provided by the Company and its non-wholly owned subsidiary for the other non-wholly owned subsidiaries and a balance of RMB2,716,000,000 for its associates and joint ventures. The Company has no overdue guarantee and guarantee that is involved in any litigation.
一、累计对外担保数量及逾期担保的数量
截止目前，公司担保余额37.84亿元，占公司2015年经审计归属于上市公司股东净资产的比重为11.26%。其中，公司及控股子公司为其他控股子公司提供担保余额10.78亿元，公司及控股子公司对联营公司及合营公司提供担保余额为27.06亿元。公司无逾期担保和涉及诉讼的担保。
特此公告。
金地（集团）股份有限公司董事会
2016年4月30日