Gemdale : Announcement on the Guara...

Stock code: 600383 Stock Abbreviation: Gemdale Announcement No: 2021-073

Gemdale Corporation

The Science of Living

Announcement on the Guarantee Provided by a Subsidiary of the Company to the Project Company in Manhattan, New York 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 assume joint and several liability for the truthfulness, accuracy and completeness of the contents herein contained.

Important Notice:

• Name of guaranteed party: MADISON 45 BROAD DEVELOPMENT LLC
• Amount of this guarantee: up to USD81.50 million (equivalent to approximately RMB530 million), i.e. 100% of the loan amount
• Whether there is a counter guarantee: No
• Cumulative number of overdue external guarantees: None

I. Overview of the guarantee situation

The Company convened the 26th meeting of the ninth session of the Board of Directors on December 27 2021, during which the Resolution on the Guarantee Provided by a Subsidiary of the Company to the Project Company in Manhattan, New York for Bank Loan was considered and passed. VISION REAL ESTATE DEVELOPMENT (hereinafter referred to as "VISION"), an overseas subsidiary of the Company, owns 94.7% equity interest of MADISON 45 BROAD DEVELOPMENT LLC (hereinafter referred to as "Project Company") to develop the freehold high-end residential properties and office buildings located in the Financial

District of Manhattan in New York City (hereinafter referred to as "Project"). In order to obtain sufficient working capital, the Project Company intends to apply for a loan in the amount of USD81.50 million to SHANGHAI COMMERCIAL BANK with a loan term of 22 months. In accordance with the bank's loan requirements, VISION is required to provide a repayment guarantee. The maximum amount of the repayment guarantee is USD81.50 million, which is 100% of the loan amount. The guarantee has a term from the effective date of the guarantee contract to the date of expiration of debt performance period under the loan contract.

Pursuant to the relevant provisions of the Articles of Association of the Company, this transaction has been considered and approved by the Board of Directors of the Company, hence it is not required to submit it to shareholders' general meeting.

II. Basic information on the guaranteed party

Company name: MADISON 45 BROAD DEVELOPMENT LLC

Establishment date: May 29, 2015

Place of registration: Delaware, USA

Business scope: residential and commercial projects in North America and engagement in property development, investment and management

As of September 30, 2021, the guaranteed party had total assets of approximately USD218.96 million, total liabilities of approximately USD81.88 million, net assets of approximately USD137.08 million and a gearing ratio of approximately 37%; the project, which is under construction and not yet for external sales, achieved operating income of USD0 and a net profit of USD0 for the period from January 2021 to September 2021.

Relationship with the Company: MADISON 45 BROAD DEVELOPMENT LLC is a joint venture owned as to 94.7% equity interest by VISION, a holding

subsidiary of the Company.

III. Main content of the guarantee agreement

The Project Company intends to apply for a loan in the amount of USD81.50 million to SHANGHAI COMMERCIAL BANK with a loan term of 22 months. VISION is required to provide a repayment guarantee, the maximum amount of which is USD81.50 million (i.e. 100% of the loan amount). The guarantee has a term from the effective date of the guarantee contract to the date of expiration of debt performance period under the loan contract.

IV. Opinion of the Board of Directors

The aim of guarantee provided by VISION to the Project Company for bank loan is to enable it to obtain sufficient working capital. The Project is located in Lower Manhattan, a superior location with convenient transportation, andis only a few hundred feet south of the New York Stock Exchange. Currently, the Proejct has obtained planning approval.

This 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).

V. 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 RMB10.468 billion, accounting for 18.21% 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 RMB5.956 billion, while the balance of guarantees provided by the Company and its holding subsidiaries to associated companies and joint ventures amounts to RMB4.512 billion. The

Company has no overdue guarantee and guarantee involving litigation.

This announcement is hereby made.

The Board of Directors of Gemdale Corporation

December 28, 2021