09:25 GOLDBOND GROUP<00172> - Announcement (3) advanced to Nanjing International in substitution for those amount the Company has covenanted to repay (but failed to pay) under funding undertakings, together with interest thereon. In additional, the Lending Bank may sue the Company for breach of undertaking. The Company and/or the Group are/is not party to the Second Funding Agreement (as defined below) and thus are/is not liable for breach of undertaking by Bateson and Wah Link Investments under the Second Funding Agreement (as defined below). For information purpose, Bateson Investment Limited ("Bateson") and Wah Link Investments (as the covenantors to the Facility) also entered into a similar funding agreement (the "Second Funding Agreement") with Nanjing International (as the borrower of the Facility) and the Lending Bank (as the lender of the Facility) pursuant to which Bateson and Wah Link Investments jointly and severally undertake that: 1. Bateson and Wah Link Investments will be responsible for ensuring, meeting the provisions of the Funding Agreement, that 100% of funds required to meet any (i) Cost Overrun and (ii) Pre-Completion Expenses are made available to Nanjing International so that Nanjing International may be able to meet the same and so that Phase I of the Nanjing Project can be completed. 2. In the event that the monies standing to the Relevant Amount is less than the amount which ought to be repaid by Nanjing International to the Lending Bank under the Loan Agreement, Bateson and Wah Link Investments 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 100% of the difference between the repayment amount and the Relevant Amount) and to deposit such purchase monies in RMB into such account(s) designated by the Lending Bank no later than three Business Days prior to such next repayment date; or if so required by the Lending Bank, forthwith arrange a refinancing of the Facility on terms and conditions satisfactory to the Lending Bank to the effect that Nanjing International shall have sufficient monies to repay 100% of the outstanding sum in connection with the Facility within seven Business Days after the Lending Bank has made such request. 3. In the event that there arises any Cost Overrun and/or Pre-Completion Expenses or there happens any event of default, Bateson and Wah Link Investments 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 100% of the Facility and to deposit such purchase monies in RMB into such account(s) designated by the Lending Bank within three Business Days from the date of the Lending Bank's demand; or if so required by the Lending Bank, forthwith arrange a refinancing of the Facility on terms and conditions satisfactory to the Lending Bank to the effect that Nanjing International shall have sufficient monies to repay 100% of all outstanding sum in connection with the Facility within seven Business Days after the Lending Bank has made such request. For the avoidance of doubt, the Lending Bank has the right to request the Company, Bateson and/or Wah Link Investments to fulfil their respective obligations under the Funding Agreement and the Second Funding Agreement to repay the Lending Bank an amount equivalent to 100% of such amount of the Facility under the events as mentioned above; but in any event, the Company is responsible for up to 16.7% of such sum. In addition, the Directors confirm that the Group will not be responsible for the respective funding of Bateson or Wah Link Investments. Distribution Agreement On 17 May 2005, the shareholders of Nanjing City Plaza, namely Bateson, Wah Link Real Estate Investments Limited ("Wah Link") and Sino Dynasty, entered into the Distribution Agreement with Ace Intelligent Consultants Limited ("Ace Intelligent"), a company owned as to 50%, 25% and 25% by Bateson, Wah Link and Sino Dynasty respectively 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 determined after arm's length negotiation between the parties to the Distribution Agreement and is no less favourable than the market rate for the arrangement of similar loan facility, payable by Nanjing International to Ace Intelligent for Ace Intelligent's service in procuring the Facility from the Lending Bank. Pursuant to the Distribution Agreement, the parties agreed to distribute such sum received by Ace Intelligent as to 41.65%, 41.65% and 16.70% to Bateson, Wah Link and Sino Dynasty respectively. The distribution of the arrangement fee to Sino Dynasty is based on its provision of undertaking under the Funding Agreement which is up to