10:26 JINGWEI TEXTILE<00350> - Announcement (3) responsible for repayment of the Loan together with payment of 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 (if any), if each of Hualian Building Company and Hualian Investment Company defaults the repayment of the Loan and breaches the counter-indemnity respectively. In such case, the Company will use internal resources of the Group to fulfill its obligation under the Guarantee Agreement. BACKGROUD INFORMATION ON THE GROUP, HUALIAN BUILDING COMPANY AND HUALIAN INVESTMENT COMPANY The Group is principally engaged in the manufacture and sale of textile machineries. Hualian Building Company, a joint stock company established in the PRC and a listed company on the Shenzhen Stock Exchange, is principally engaged in the operation of shopping centers and chain department stores. As at the date of this announcement, the entire issued share capital of Hualian Building Company was owned as to approximately 29.08%, 23.66% and 21.98% by *(Beijing Zhongshang Huatong Technology and Trading Company Limited), *(Beijing Century Guoguang Technology and Trading Company Limited) and Hualian Investment Company respectively. Hualian Investment Company is a limited liability company established in the PRC, whose principal business is investment management and consultation. The business relationship between Hualian Building Company and the Company is that Hualian Building Company is a lessee of a property owned by, Zhong Lian Company, 47.917% of the equity interest of which was owned by the Company (such equity interest was agreed to be transferred to Hualian Investment Company by the Company in December 2003 and the transaction is to be completed in December 2005). To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of Hualian Building Company, its above-named shareholders and the Bank is an Independent Third Party to the Company. GENERAL A circular containing, among other things, further details of the Guarantee Agreement will be despatched to the holders of the H Shares as soon as practicable. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: "A Shares" the 203,000,000 Renminbi-denominated domestic shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Shenzhen Stock Exchange "Bank" *(Beijing City Bank Joint Stock Company Limited), the lender under the Loan Agreement "Company" Jingwei Textile Machinery Company Limited, a joint stock limited company established in the PRC, the A Shares and H Shares of which are listed on the Shenzhen Stock Exchange and the Stock Exchange respectively "Counter Indemnity a letter of counter-indemnity to the Guarantee Agreement dated 25 March Letter" 2005 and provided by Hualian Investment Company