Stock Code: 600383
Stock Abbreviation: GEMDALE CORPORATION
Announcement No.: 2015-045
金地（集团）股份有限公司
科
学
筑
家
ANNOUNCEMENT ON GUARANTEE FROM A WHOLLY OWNED
SUBSIDIARY IN FAVOUR OF A NON-WHOLLY OWNED SUBSIDIARY FOR
AN ACQUISITION PROJECT
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.
Introduction to Important Information:
 The
name
of
the
Guarantee
Company:
HANGZHOU
HEAT
INVESTMENT CONSULTANCY CO., LTD.(杭州熱火投資諮詢有限公
司)
 The amount of guarantee: RMB84,200,000
 With counter-guarantee or not: No
 Aggregate amount of overdue External Guarantees: Nil
I. Particulars of the Guarantee
To expand our business in the real estate market in Ningbo, Heat Investment
Consultancy Co., Ltd.(杭州熱火投資有限公司)(hereinafter referred to as “Heat
Investment”), a non-wholly owned subsidiary of the Company, proposed to acquire
80% of the equity interest in Ningbo Wanlin Xincheng Property Co. Ltd.(宁波万林新
城置业有限公司)(hereinafter refer to as “Xincheng Properties”) in an effort to
acquire the real estate project of the company.。
Heat Investment entered into the Equity Transfer Agreement with Ningbo Wanlin
Properties Co. Ltd.(hereinafter referred to as “Ningbo Wanlin”) and Ningbo Taiyi
Investment Co., Ltd.(hereinafter referred to as “Ningbo Taiyi”), which are the
shareholders of Xincheng Properties, pursuant to which Heat Investment agreed to
acquire 70% of equity interest in Xincheng Properties held by Ningbo Wanlin at a
consideration of approximately RMB49,220,000 and 10% of equity interest in
Xincheng Properties held by Ningbo Taiyi at a consideration of approximately
RMB7,030,000. Meanwhile, Heat Investment has undertaken to provide a shareholder
loan of approximately RMB27,950,000 to Xincheng Properties for the repayment of
the original shareholder loan. To facilitate the equity transfer, Ningbo Jinxiang
Property Development Co. Ltd.( 寧 波 金 翔 房 地 產 發 展 有 限 公 司 ) (hereinafter
referred to as “Ningbo Jinxiang”), a wholly owned subsidiary of the Company, shall
provide a guarantee of RMB84,200,000 for payment which shall be made by Heat
Investment for the equity transfer and the shareholder loan.
The board of Ningbo Jinxiang Property Development Co., Ltd. has considered
and passed the proposal in relation to the guarantee with three voted in favor of it, nil
voted against it and nil abstained. The amount of the guarantee exceeds 10% of the
latest audited net asset of Ningbo Jinxiang. The proposal in relation to the guarantee
was considered and passed at the general meeting of Ningbo Jinxiang Property
Development Co., Ltd..
II. Basic Information of the Guaranteed Company
The name of the Guaranteed Company: Heat Investment Consultancy Co., Ltd.
Date of Establishment: 29 July 2015
Registered Address: Hangzhou, Zhejiang
Registered Capital: RMB100,000
Legal Representative: Wang Yong
Scope of Business: Investment management, investment consultancy services
(other than those for securities and futures), business information
consultancy services (other than those for intermediaries dealing in
commodities); other legal businesses that can be operated without
prior filing and approval.
As of 30 September 2015, Heat Investment has total assets of RMB100,700, total
liabilities of RMB1,700, net assets of RMB99,000, and a revenue of nil and a net
profit of nil.
Its relationship with the Company: Gemdale Properties and Investment Corporation
Limited, a non-wholly owned subsidiary of the Company,
holds 100% equity interest of Heat Investment.
III. Main Contents of the Guarantee Agreement
Heat Investment shall pay an amount of RMB49,220,000 to Ningbo Wanlin for
the equity transfer and an amount of RMB7,030,000 to Ningbo Taiyi for the equity
transfer, and shall provide an amount of RMB27,950,000 to Xincheng Properties as
the shareholder loan. Jinxiang Properties shall provide guarantee for payment of
equity transfer and shareholder loan which shall be made by Heat Investment. The
term of the guarantee shall commence from the date the Equity Transfer Agreement
becomes effective and end at the date of repayment of original shareholder loan by
Xincheng Properties.
IV. Opinion of the Board
The guarantee is provided by Jinxiang for Heat Investment to facilitate the
acquisition of the equity interest in Xincheng Properties. The guarantee is in
compliance with the Company Law, the Articles of Association and Notice on
Regulation of External Guarantee Acts of Listed Companies (Zhen Jian Fa 2005 No.
120) 《
( 關於規範上市公司對外擔保行為的通知》
（证监发[2005]120 号）) and other
relevant regulations.
V. Aggregate amount of external guarantee and overdue External Guarantees
As of the date hereof, the Company has a balance of guarantee of
RMB4,302,000,000, representing 13.66% of the audited net asset of the Company
attributable to the shareholders of the listed company for 2014. Of which, a balance of
RMB1,936,000,000 is guarantee provided by the Company and its non-wholly owned
subsidiary for the other non-wholly owned subsidiaries and a balance of
RMB2,366,000,000 for its associates and joint ventures. The Company has no
overdue guarantee and guarantee that is involved in any litigation.
The announcement is hereby made
The Board of Gemdale (Group) Co., Ltd.
18 December 2015