09:26 GOLDBOND GROUP<00172> - Announcement (4) 16.7% of all outstanding sum in connection with the Facility. On the other hand, the distribution of the arrangement fee to Bateson and Wah Link is based on Bateson and Wah Link Investments' provisions of undertaking under the Second Funding Agreement, which is on a joint and several basis. As a result, the remaining 83.3% of the arrangement fee will be evenly distributed among Bateson and Wah Link. Allocation Agreement On 17 May 2005, Wah Link Investments, Bateson, Nanjing International and the Company entered into the Allocation Agreement in respect of allocation of the residential units to be purchased by Wah Link Investments, Bateson and the Company pursuant to the Second Funding Agreement and the Funding Agreement respectively. Pursuant to the Allocation Agreement, Nanjing International agrees that shall it request Wah Link Investments, Bateson and the Company to purchase such residential units pursuant to the Second Funding Agreement and the Funding Agreement, (1) it shall sell the relevant residential units to each of them at RMB5,000 per square metre; and (2) it shall allocate the available residential units for sale among them, or two of them as the case may be, by way of ballot to be conducted at the time of proposed sale in the event that it proposes to sell such residential units to more than one of them at the same time. Wah Link Investments and Bateson agree that the Company shall not be obliged to purchase any more residential unit if purchase of the same will result in it being responsible for more than 16.7% of all outstanding sum in relation to the Facility. Implication of the Listing Rules The entering into the Funding Agreement constitutes financial assistance provided by the Company to Nanjing International. The maximum exposure of such financial assistance is 16.7% of the outstanding sum in connection with the Facility, which exceeds 8% of the relevant Percentage Ratios and therefore is subject to disclosure requirement pursuant to Rule 13.16 of the Listing Rules. As at the date of this announcement, none of the Facility has been utilised by Nanjing International. In addition, since the relevant figures for the entering into the Funding Agreement under the Percentage Ratios (other than the profits ratio) exceed 5%, the entering into the Funding Agreement constitutes a discloseable transaction of the Company under 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. 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 abovementioned several and proportional undertakings under the Funding Agreement by the Company constitutes a connected transaction of the Company. However, since the entering into the Funding Agreement is a financial assistance provided by the Company which is on normal commercial terms (or better to the Company) but not in the ordinary and usual course of business of the Company and is in proportion to the Company's equity interest in Nanjing International, such connected transaction is exempted from reporting, announcement and independent shareholders' approval requirements under Rule 14A.65(3)(b)(i) of the Listing Rules. Since Wah Link is a connected person of the Company, the entering into the Distribution Agreement constitutes a connected transaction of the Company but is exempt from independent shareholders' approval under Rule 14A.32(2) of the Listing Rules as it is on normal commercial terms and the applicable Percentage Ratio (other than the profits ratio) is more than 2.5% but less than 25% and the total consideration is less than HK$10,000,000. INFORMATION ON NANJING CITY PLAZA The Company through its subsidiary, Sino Dynasty, is interested in 25% equity interest of Nanjing City Plaza, which owns approximately 67% equity interest in Nanjing International, which is mainly engaged in the development of the Nanjing Project, a commercial/residential property project in Nanjing, the PRC. Therefore, the effective equity interest of the Company in Nanjing International is approximately 16.7%. In summary, the shareholding of Nanjing City Plaza group of companies is as follows: The Company