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 16 October 2019, FR Guarantee entered into the Guarantee Agreement B with the Customer B pursuant to which FR Guarantee has agreed to provide guarantee to the Bank in connection with the Customer B's obligations under the Loan Agreement B in the principal amount of RMB3,000,000 entered into between the Bank and the Customer B.

In consideration of FR Guarantee entering into the Guarantee Agreement B, the Customer B has provided a pledge of the 10% equity interest of an entity held by a business partner of the Customer B.

FR Guarantee has charged the Customer B a guarantee fee of RMB60,000 (equivalent to approximately HK$66,000) (i.e. 2% of the principal amount of RMB3,000,000 under the Loan Agreement B, the rate of which is on normal commercial terms and in the ordinary and usual course of business of FR Guarantee).

Reference is made to the announcement of the Company dated 14 June 2019 in relation to, among others, the Guarantee Agreement C entered into between FR Guarantee and the Customer C. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Customer B is the legal representative of the Customer C and they are considered to be connected or associated with each other.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement B, on a standalone basis, are all below 5%, the provision of guarantee service under the Guarantee Agreement B is not subject to the disclosure requirement under the Listing Rules.

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Since the Customer B is the legal representative of the Customer C, they are considered to be connected or associated with each other. Pursuant to Rule 14.22 of the Listing Rules, the transactions contemplated under the Guarantee Agreement B shall be aggregated with transactions contemplated under the Guarantee Agreement C for the purposes of compliance with Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement B (when aggregated with the Guarantee Agreement C) are more than 5% but all are less than 25%, the entering into of the Guarantee Agreement B and the transactions contemplated thereunder are subject to the notification and announcement requirements pursuant to Chapter 14 of the Listing Rules.

PROVISION OF GUARANTEE SERVICE

On 16 October 2019, FR Guarantee entered into the Guarantee Agreement B with the Customer B pursuant to which FR Guarantee has agreed to provide guarantee to the Bank in connection with the Customer B's obligations under the Loan Agreement B in the principal amount of RMB3,000,000 entered into between the Bank and the Customer B.

The salient terms of the Guarantee Agreement B are summarised below:

Guarantee Agreement	:	Guarantee Agreement B
Date	:	16 October 2019
Guarantor	:	FR Guarantee
Principal and the	:	The Customer B
borrower
Loan period	:	One year
Term	: The guarantee obligation shall continue until two years from
		the final repayment date of the Loan Agreement B. If the loan
		agreement is extended or the amounts owed by the Customer
		B under the Loan Agreement B 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 B's obligations
		under the Loan Agreement B including the principal amount,
		interest (including compound interest and default interest),
		penalty, damages, fees and etc.

In consideration of FR Guarantee entering into the Guarantee Agreement B, the Customer B has provided a pledge of the 10% equity interest of an entity held by a business partner of the Customer B.

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FR Guarantee has charged the Customer B a guarantee fee of RMB60,000 (equivalent to approximately HK$66,000) (i.e. 2% of the principal amount of RMB3,000,000 under the Loan Agreement B, 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 B, the business partner, 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 B were negotiated on an arm's length basis between FR Guarantee and the Customer B.

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 B, the Directors are of the opinion that the Guarantee Agreement B were 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.

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 B

The Customer B is a PRC individual.

Reference is made to the announcement of the Company dated 14 June 2019 in relation to, among others, the Guarantee Agreement C entered into between FR Guarantee and the Customer C. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Customer B is the legal representative of the Customer C and they are considered to be connected or associated with each other.

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LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement B, on a standalone basis, are all below 5%, the provision of guarantee service under the Guarantee Agreement B is not subject to the disclosure requirement under the Listing Rules.

Since the Customer B is the legal representative of the Customer C, they are considered to be connected or associated with each other. Pursuant to Rule 14.22 of the Listing Rules, the transactions contemplated under the Guarantee Agreement B shall be aggregated with transactions contemplated under the Guarantee Agreement C for the purposes of compliance with Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement B (when aggregated with the Guarantee Agreement C) are more than 5% but all are less than 25%, the entering into of the Guarantee Agreement B and the transactions contemplated thereunder are subject to the notification and announcement requirements.

DEFINITIONS

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

"Bank"	Changchun Gaoxin Huimin Village Bank Company Limited which is
	a licensed bank under the PRC laws
"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 B"	孫麗影 (Sun Liying)
"Directors"	the directors of the Company
"FR Guarantee"	吉林省灃潤融資擔保有限公司 (Jilin Province Fengrun Financing
	Guaranty Company Limited*), a company established under the laws
	of the PRC and an indirect wholly owned subsidiary of the Company
"Group"	the Company and its subsidiaries
"Guarantee	the corporate guarantee agreement dated 16 October 2019 entered into
Agreement B"	between FR Guarantee (as guarantor) and the Customer B (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

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"Loan Agreement	the loan agreement in the principal amount of RMB3,000,000 dated 16
B"	October 2019 and entered into between the Customer B 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$1.10. 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, 16 October 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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