10:25 JINGWEI TEXTILE<00350> - Announcement (2) was provided by the Company to the Bank on a joint and several basis with Hualian Building Company. The Guarantee Agreement is in securing the Loan together with all the related interests, penalties, damages and the Bank's expenses incurred in relation to the enforcement of the Loan Agreement and the Guarantee Agreement. The Guarantee Agreement is for a term of two years from the due date for Hualian Building Company to perform its repayment obligations under the Loan Agreement. As agreed between the Company and Hualian Building Company, the Company would receive an income of RMB1,000,000 (being 0.5% of the total principal amount of the Loan) from Hualian Building Company for the provision of the Guarantee. The Guarantee was counter-indemnified by the Counter Indemnity Letter provided by Hualian Investment Company, a substantial shareholder of Hualian Building Company, in favour of the Company. Pursuant to the terms of the Counter Indemnity Letter, if Hualian Building Company defaults under the Loan Agreement and the Company performs its obligation pursuant to the Guarantee Agreement, Hualian Investment Company has undertaken to indemnify the Company the same amount within three days after the date of the receipt of the demand note issued by the Company. As at the date of this announcement, the outstanding balance of the Loan was RMB200 million. DISCLOSEABLE TRANSACTION AND DISCLOSURE PURSUANT TO RULE 13.13 OF THE LISTING RULES The principal amount of the Loan under the Guarantee represented approximately 10.6% of the Market Capitalisation as at 24 March 2005. As a result, the provision of the Guarantee by the Company constitutes a discloseable transaction under Chapter 14 of the Listing Rules and is also subject to the disclosure requirement under Rule 13.13 of the Listing Rules. The Company will fulfill the continuing disclosure obligation under Rules 13.14 and 13.20 of the Listing Rules so long as circumstances giving rise to such disclosure obligation continue to exist. REASONS FOR THE ENTERING INTO THE GUARANTEE AGREEMENT To the Directors' best knowledge and understanding, it is a common practice for some of the banks in the PRC to request a third party's guarantee when granting banking facilities to an entity. Such banks normally would not accept any guarantee provided by related parties to the borrower. As (i) banking facilities and bank loans are one of the Group's major financial resources which may require third party guarantee as security; (ii) Hualian Building Company has undertaken to the Company that in future as and when the Company requests, Hualian Building Company will or will procure other parties to provide guarantee in the same amount of the Loan for the Company to the relevant banks; and (iii) the Company will receive an income of RMB1,000,000 for the provision of the Guarantee, the Directors consider that the entering into the Guarantee Agreement was in the commercial interest of the Company, which provided more convenience and flexibility for the Group's financial resources and the Guarantee Agreement was entered into on normal commercial terms and the terms thereof are fair and reasonable so far as the Company and the shareholders of the Company as a whole are concerned. The entering into the Guarantee Agreement will not have any immediate effects on the earning and assets and liabilities of the Group. However, the Company will be