Stock Code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No.:2016-008
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: HK$250,000,000
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 HK$250,000,000 with the Hong Kong Branch of China Everbright Bank.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 HK$250,000,000. 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 RMB4,240,759,000from 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 HK$250,000,000 with the Hong Kong Branch of China Everbright Bank. The loans shall expire in March 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 at the last day to perform 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 HK$250,000,000 granted by the Hong Kong Branch of China Everbright Bank 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 Guaranteesand Overdue External Guarantees
As of the date hereof, the Company has a balance of guarantees of RMB3,469,000,000, representing 11.02% of the audited net assets of the Company attributable to the shareholders of the listed company for 2014. Of which, a balance of RMB753,000,000 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.
By order of the Board of Directors ofGemdale Corporation
2 March 2016