Gemdale : Announcement on the Guara...

Stock Code：600383 Stock Abbreviation: Gemdale Corporation Announcement No.: 2021-066

Gemdale Corporation

Scientific Building

Announcement on the Guarantee Provided by the Company

to Guangzhou Project Company for Bank Loan

The Board of Directors and all directors of the Company warrant that there are no false representations, misleading statements or material omissions in this announcement, and that they will be jointly and severally liable for the truthfulness, accuracy and completeness of the contents herein contained.

Important Notice:

• Name of guaranteed party: Guangzhou Hengyue Real Estate Co., Ltd. (广州市恒

越房地产有限公司)

• Amount of this guarantee: up to RMB681.744 million, i.e. 24.348% of the loan amount
• Whether there is a counter guarantee: No
• Cumulative number of overdue external guarantees: None

I. Overview of the guarantee situation

Guangzhou Jintai Real Estate Development Co., Ltd. (广州市金泰房地产开发有限公司)

(hereinafter referred to as "Guangzhou Jintai"), a holding subsidiary of the Company, owns 24.348% equity interest of Guangzhou Hengyue Real Estate Co., Ltd. (hereinafter referred to as "Project Company"). Due to the need to develop the land parcel No. 2020KJ01130115 located on the north side of Yayun Avenue, Panyu District, Guangzhou (hereinafter referred to as "Project"), the Project Company applied for loans in the amount of RMB600 million and RMB2,200 million to Ping An Bank Co., Ltd. Guangzhou branch (hereinafter referred to as

"Ping An Bank") and China Construction Bank Corporation Guangzhou Haizhu sub-branch (hereinafter referred to as "Construction Bank"), respectively. In accordance with the loan requirements of Ping An Bank and Construction Bank, the Company and the Project partner, Chongqing Longhu Enterprise Development Limited (hereinafter referred to as "Chongqing Longhu"), will jointly provide repayment guarantees in proportion to their shareholdings. The maximum amount of the guarantee undertaken by the Company is RMB146.088 million and RMB535.656 million respectively, and the maximum of total amount is no more than RMB681.744 million, i.e. 24.348% of the loan amount. The guarantee has a term of three years from the effective date of the guarantee contract to the date of expiration of debt performance period of the loan contract.

On May 11, 2021, the "Proposal on the Authorization of the Company's External Guarantee for the Year 2021" was adopted at the 2020 annual general meeting held by the Company, which was considered and approved by the 15th meeting of the 9th session of the Board of Directors of the Company. The general meeting of the Company authorized the chairman of the Company to approve some of the Company's guarantee matters. The scope of the authorized guarantee includes provision of guarantee by Company for its associates and joint ventures, which does not exceed the Company's direct or indirect shareholding ratio with the individual amount not exceeding 10% of the Company's audited net assets for the most recent year, and the total amount not exceeding 50% of the Company's audited net assets for the most recent year. This guarantee is within the scope of the above authorization and does not require the Company to convene a separate Board of Directors' meeting and general meeting for consideration.

II. Basic information on the guaranteed party

Company name: Guangzhou Hengyue Real Estate Co., Ltd.

Establishment date: January 6, 2021

Legal representative: Shen Zongrong (沈宗荣)

Registered capital: RMB1,743.35 million

Place of registration: Guangzhou

Business scope: real estate industry

As of October 30, 2021, the guaranteed party had total assets of approximately RMB4,652.13 million, total liabilities of approximately RMB2,916.59 million, net assets of approximately RMB1,735.54 million, and gearing ratio of approximately 62.69%; and recorded the operating income of nil and a net loss of RMB7.81 million for the period from January 2021 to October 2021 as the Project is under construction and has not yet been sold.

Relationship with the Company: the guaranteed party is an associate in which the Company's holding subsidiary holds 24.348% equity interests.

III. Main content of the guarantee agreement

The Project Company has applied a loan in the amount of RMB600 million to Ping An Bank with a term of 3 years. The Company and Chongqing Longhu will jointly provide repayment guarantees in proportion to their shareholdings. The maximum amount of the guarantee undertaken by the Company is RMB146.088 million, i.e. 24.348% of the loan amount. The scope of the guarantee includes principal and interests (including penalty interests and compound interests) of principal creditor's rights, penalties, damages, and expenses for the creditors to realize their rights, etc., under the principal contract. The guarantee has a term of three years from the effective date of the guarantee contract to the date of expiration of debt performance period of the loan contract.

The Project Company has applied a loan in the amount of RMB2,200 million to Construction Bank with a term of 5 years. The Company and Chongqing Longhu will jointly provide repayment guarantees in proportion to their shareholdings. The maximum amount of the guarantee undertaken by the Company is RMB535.656 million, i.e. 24.348% of the loan amount. The scope of the guarantee includes principal and interests (including penalty interests and compound interests) of principal creditor's rights, penalties, damages, and expenses for the creditors to realize their rights, etc., under the principal contract. The guarantee has a term of three years from the effective date of the guarantee contract to the date of expiration of debt performance period of the loan contract.

IV. Company's opinion

The aim of guarantee provided by the Company to Project Company for bank loan is to enable it to obtain sufficient working capital. As of now, the Project is under smooth progression, and the Project Company is expected to have sufficient solvency in the future.

The guarantee is in compliance with the relevant provisions of the Company Law, the Articles of Association of the Company and the Notice on Regulating External Guarantee Behaviours of Listed Companies (Zheng Jian Fa [2005] No. 120).

1. Cumulative number of external guarantees and overdue guarantees

After the signing of this guarantee agreement, the balance of the Company's external guarantee amounts to RMB10.601 billion, accounting for 18.44% of the Company's audited net assets attributable to shareholders of the listed company in 2020. Among them, the balance of guarantees provided by the Company and its holding subsidiaries to other holding subsidiaries amounts to RMB6.251 billion, while the balance of guarantees provided by the Company and its holding subsidiaries to associates and joint ventures amounts to RMB4.350 billion. The Company has no overdue guarantee and guarantee involving litigation.

This announcement is hereby made.

Board of Directors of Gemdale Corporation

November 30, 2021