Ground International Development : Announcements and Notices - Discloseable Transaction - Provision of Guarantee Service

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GROUND INTERNATIONAL DEVELOPMENT LIMITED

廣澤國際發展有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 989)

DISCLOSEABLE TRANSACTION -

PROVISION OF GUARANTEE SERVICE

PROVISION OF GUARANTEE SERVICE

On 13 August 2019, FR Guarantee, an indirect wholly owned subsidiary of the Company, entered into the Guarantee Agreement with the Customer pursuant to which FR Guarantee has agreed to provide a guarantee to the Bank in connection with the Customer's obligations under the Loan Agreement entered in between the Bank and the Customer.

In consideration of FR Guarantee entering into the Guarantee Agreement, the Customer has provided a share pledge in favour of FR Guarantee in respect of 95 million shares of the Customer held by its shareholder.

FR Guarantee has charged the Customer a guarantee fee of RMB900,000 (equivalent to approximately HK$999,000) (i.e. 2% of the principal amount of RMB45,000,000 under the Loan Agreement, the rate of which is on normal commercial terms and in the ordinary and usual course of business of FR Guarantee).

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement exceed 5% but all are less than 25%, the entering into of the Guarantee Agreement and the transactions contemplated thereunder constitute a discloseable transaction of the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

PROVISION OF GUARANTEE SERVICE

On 13 August 2019, FR Guarantee, an indirect wholly owned subsidiary of the Company, entered into the Guarantee Agreement with the Customer pursuant to which FR Guarantee has agreed to provide a guarantee to the Bank in connection with the Customer's obligations under the Loan Agreement entered in between the Bank and the Customer.

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The salient terms of the Guarantee Agreement are summarised below:

Date	:	13 August 2019
Guarantor	:	FR Guarantee
Principal and the	:	The Customer
borrower
Loan period	:	One year
Term	:	The guarantee obligation shall continue until two years
		from the final repayment date of the Loan Agreement. If the
		loan agreement is extended or the amounts owed by the
		Customer under the Loan Agreement are declared due and
		repayable in advance of the expiry date, the guarantee
		obligation shall continue until two years from the relevant
		extended date/final repayment date. In case of repayment
		by instalments, continue until two years from the repayment
		date of the final tranche.
Guaranteed obligations	: FR Guarantee shall guarantee the Customer's obligations
		under the Loan Agreement including the principal amount
		of RMB45,000,000, interest (including compound interest
		and default interest), penalty, damages, fees and etc.

In consideration of FR Guarantee entering into the Guarantee Agreement, the Customer has procured the provision of a share pledge in favour of FR Guarantee in respect of 95 million shares of the Customer held by its shareholder (the "Customer's shareholder").

FR Guarantee has charged the Customer a guarantee fee of RMB900,000 (equivalent to approximately HK$999,000) (i.e. 2% of the principal amount of RMB45,000,000 under the Loan Agreement, the rate of which is on normal commercial terms and in the ordinary and usual course of business of FR Guarantee).

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Customer, the Customer's shareholder, the Bank and their respective ultimate beneficial owner(s) of the counterparty are third parties independent of the Company and its connected persons.

REASONS FOR AND BENEFITS FOR THE TRANSACTION

FR Guarantee, an indirect wholly-owned subsidiary of the Company, is a licensed guaranty company in Jilin Province, the PRC, and is principally engaged in the provision of guarantee services to its customers. All the terms under the Guarantee Agreement were negotiated on an arm's length basis between FR Guarantee and the Customer.

Taking into account that it is in FR Guarantee's ordinary course of business to provide the guarantee service and the guarantee fee income and the related cash inflow generated for the Group arising from the Guarantee Agreement, the Directors are of the opinion that the Guarantee Agreement was entered into on normal commercial terms based on the FR Guarantee's credit policy and the terms are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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GENERAL

Information relating to the Company and FR Guarantee

The Company is an investment holding company. The Group is principally engaged in property development and management, including planning, design, budgeting, licensing, contract tendering and contract administration, property investment, and provision of financial services.

FR Guarantee is a company established in the PRC and is an indirect wholly owned subsidiary of the Company. The principal activity of FR Guarantee is the provision of guarantee services.

Information relating to the Customer

The Customer is an entity established in the PRC, which is principally engaged in dairy cow breeding; import and export sales of dairy materials, feed supplements, feed materials, agricultural by-products, husbandry machinery and equipment, animal medicine and animal supplements; agricultural planting and pasture planting; online sales of husbandry-related equipment; consulting of husbandry-related operation; export of corn stalk granules; sales of beer sediments; and import and sales of frozen cow semen.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement exceed 5% but all are less than 25%, the entering into of the Guarantee Agreement and the transactions contemplated thereunder constitute a discloseable transaction of the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless the context otherwise requires, the following expressions have the following meanings in this announcement:

"Bank"	Changchun Branch of Jilin Jiutai Rural Commercial Bank Corporation
	Limited (stock code: 6122), which is a licensed bank under the PRC
	laws, the H shares of which are listed on the Stock Exchange.
"Board"	the board of Directors
"Company"	Ground International Development Limited, a company
	incorporated in Bermuda with limited liabilities whose ordinary
	shares are listed on the Main Board of the Stock Exchange
"Customer"	an entity established in the PRC which is a third party independent
	of the Company and its connected persons
"Directors"	the directors of the Company
"FR Guarantee"	吉林省灃潤擔保有限公司 (Jilin Province Fengrun Guaranty
	Company Limited*), a company established under the laws of the
	PRC and an indirect wholly owned subsidiary of the Company
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"Group"	the Company and its subsidiaries
"Guarantee	the corporate guarantee agreement dated 13 August 2019 entered
Agreement"	into between FR Guarantee (as guarantor) and the Customer (as
	borrower), in relation to the provision of Guarantee Service
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
	Exchange
"Loan Agreement"	the loan agreement dated 13 August 2019 and entered into
	between the Customer as borrower and the Bank as lender
"Percentage	the percentage ratios under Rule 14.07 of the Listing Rules
Ratios"
"PRC"	the People's Republic of China, which for the purpose of this
	announcement excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) in the share capital of the Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent

For the purpose of this announcement, unless otherwise indicated, conversion of RMB into HK$ is calculated at the approximate exchange rate of RMB1.00 to HK$1.11. This exchange rate is adopted for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this rate or any other rate at all.

By order of the Board

Ground International Development Limited

Cui Xintong

Chairperson

Hong Kong, 13 August 2019

As at the date of this announcement, the executive Directors are Ms. Cui Xintong and Ms. Liu Hongjian; the non-executive Director is Mr. Cong Peifeng and the independent non-executive Directors are Mr. Tsang Hung Kei, Mr. Zhu Zuoan and Mr. Wang Xiaochu.

*For identification only

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