Stock Code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No

Stock Code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No.: 2015-002


金地（集團）股份有限公司 科 學 築 家

ANNOUNCEMENT ON RESOLUTION PASSED AT THE SIXTEENTH MEETING OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company and all its directors hereby warrant that there are no false representations, misleading statements or material omission in this announcement, and they individually and collectively accept full responsibility for the truthfulness, accuracy and completeness of the contents contained herein.

Gemdale Corporation (hereinafter referred to as the "Company") issued the notice convening the
16th meeting of the seventh session of the Board of Directors on 10 February 2015. The meeting was held by way of on-site conference and telephone communication on 12 February 2015. The convening of the meeting complied with the relevant provisions of the PRC Company Law and the Articles of Association of the Company.
The following resolutions were voted by poll and approved by the attending directors:
I. The resolution on the "Administrative Measures for Core Staff 's Investments in Project
Companies of Gemdale Corporation (Provisional)"
In order to better incentivise the project operation team of the Company and further improve the quality of any land parcels to be acquired and the efficiency of project operation, the Company has formulated the "Administrative Measures for Core Staff 's Investments in Project Companies of Gemdale Corporation (Provisional)" (hereinafter referred to as the "Administrative Measures") by reference to prevailing market practices.
Among the 14 directors of the Company, Mr. Chen Bi'an, a core staff investor who is a connected director, abstained from the voting on the resolution, while other directors voted to approve such resolution. For details of the Administrative Measures, please refer to the relevant information on the website of Shanghai Stock Exchange at www.sse.com.cn.
This resolution will be proposed at the general meeting of the Company for consideration.
II. The resolution on the Amendments to the Articles of Association of the Company
The existing Article 112 The chairman of the Board of Directors shall exercise the following duties and powers:
（7）During the adjournment of Board meetings, in the event of any urgent situations such as land auctions, the chairman of the Board of Directors shall be authorized to determine on any investment in land projects put up for auctions and biddings in the primary land market with each single transaction amount not exceeding 20% of the latest audited net assets of the Company. The chair shall then report the same to the Board of Directors for filing;
To be amended as:
The existing Article 112 The chairman of the Board of Directors shall exercise the following duties and powers:
(7) During the adjournment of Board meetings, in the event of any urgent situations such as land auctions, the chairman of the Board of Directors shall be authorized to determine on any investment in land projects put up for auctions and biddings in the primary land market with each single transaction amount not exceeding 20% of the latest audited net assets of the Company, as well as any joint-venture investments in the form of equal equity share and equal interest rights in land parcels put up for auctions and biddings in the primary land market with each of the Company's equity share amount not
exceeding 20% of the latest audited net assets of the Company. The chairman shall then report the same to the Board of Directors for filing;
This resolution will be proposed at the general meeting of the Company for consideration.
By order of the Board of Directors of
Gemdale Corporation
13 February 2015

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