09:25 GOLDBOND GROUP<00172> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. GOLDBOND GROUP HOLDINGS LIMITED (Incorporated in Hong Kong with limited liability) (Stock code: 172) DISCLOSEABLE AND CONNECTED TRANSACTIONS On 17 May 2005, Nanjing International entered into the Loan Agreement with the Lending Bank in relation to the grant of the Facility, a term loan facility of up to RMB148,977,000 (equivalent to approximately HK$140,544,340). It is a condition precedent to the Lending Bank making the Facility available under the Loan Agreement that Nanjing International and the Company shall execute the Funding Agreement by way of security with the Lending Bank for the purpose of meeting the payment of any (i) Cost Overrun and (ii) certain Pre-Completion Expenses in relation to Phase I of the Nanjing Project. The Company undertakes with the Lending Bank and Nanjing International that, in the event that the Relevant Amount is less than the amount which ought to be repaid by Nanjing International to the Lending Bank under the Loan Agreement, the Company will forthwith purchase such number of residential units in the North Tower of Phase I of the Nanjing Project at RMB5,000 per square metre (such that the total purchase price shall cover 16.7% of the difference between the repayment amount and the Relevant Amount). In addition, the Company also undertakes with the Lending Bank and Nanjing International that, in the event that there arises any Cost Overrun and/or Pre-Completion Expenses or there happens any event of default, the Company shall, upon the Lending Bank's demand, purchase such number of residential units in the North Tower of Phase I of the Nanjing Project at RMB5,000 per square metre such that the total purchase price shall cover 16.7% of the Facility. On 17 May 2005, Bateson, Wah Link (a non-wholly owned subsidiary of Wah Link Investments and thus a connected person of the Company), Sino Dynasty and Ace Intelligent entered into the Distribution Agreement in relation to the distribution of an arrangement fee in the sum of US$675,000 (equivalent to approximately HK$5,265,000) which is payable by Nanjing International to Ace Intelligent for Ace Intelligent's service in procuring the Facility from the Lending Bank. Since the relevant figures for the entering into the Funding Agreement under the Percentage Ratios exceed 5%, the entering into the Funding Agreement constitutes a discloseable transaction for the Company under the Listing Rules. Since Nanjing International is a company in which both the Company and Wah Link, a connected person of the Company, are shareholders and Wah Link is entitled to control or exercise more than 10% of the voting power in its general meeting, the entering into the Funding Agreement and the provision of the several and proportional undertakings under the Funding Agreement by the Company constitutes a connected transaction of the Company which is exempted from reporting, announcement and independent shareholders' approval requirements under Rule 14A.65(3)(b)(i) of the Listing Rules. The entering into the Distribution Agreement constitutes a connected transaction of the Company which is exempt from the independent shareholders' approval requirements under Rule 14A.32(2) of the Listing Rules. A circular containing, among others, further details of the Funding Agreement and the Distribution Agreement and transactions contemplated thereunder will be despatched to the shareholders of the Company as soon as practicable. Loan Agreement Parties: The lender: the Lending Bank The borrower: Nanjing International On 17 May 2005, Nanjing International entered into the Loan Agreement with the Lending Bank in relation to the grant of the Facility, a term loan facility of up to RMB148,977,000 (equivalent to approximately HK$140,544,340) for the construction of Phase I of the Nanjing Project. It is a condition precedent to the Lending Bank making the Facility available under the Loan Agreement that Nanjing International and the Company shall execute the Funding Agreement by way of security with the Lending Bank for the purpose of meeting the payment of any (i) Cost Overrun (as defined below) and (ii) certain Pre-Completion Expenses (as defined below) in relation to Phase I of the Nanjing Project.