金地

Stock code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No.: 2014-046


金地（集团）股份有限公司 科 学 筑 家

ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE ELEVENTH 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 eleventh meeting of the seventh session of the Board of Directors on 14 October 2014. The meeting was held by way of communication (telephone conference) on 17 October 2014. 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 14 attending directors:

I. Resolution on issuing of debt financing instruments by the Company

In order to raise funds and optimize debt structure, the Board of Directors proposed that the management of the Company shall be authorized at a general meeting to issue debt financing instruments according to the capital requirement of the Company and market conditions. The relevant details are as follows:
1. Issuing size
Principal of the debt financing instruments to be issued not to exceed RMB9.5 billion.
2. Types of debt financing instruments to be issued and manner of issuing
Types of debt financing instruments to be issued: including but not limited to medium-term notes, short-term commercial papers, super short-term commercial papers and asset-backed notes in domestic market.
Manner of issuing: issuing in batches.
3. Duration and coupon rate of the issuance
The maximum duration of the debt financing instruments shall not be more than 10 years, and coupon rate of the issuance will be determined according to market conditions at the time of issuing.
4. Use of proceeds
Proceeds from the issuance of debt financing instruments will be use to repay borrowings due,
invest in projects, make up working capital, and etc.
5. Validity period of the resolution
Validity period of the resolution regarding this issuance of debt financing instruments shall be 24 months.
6. Authorization
The Board of Directors proposed that the management of the Company shall be authorized at a general meeting to handle all the issues related to the abovementioned matters at their sole discretion, including:

1) to determine the specific type of the debt financing instruments to be issued by the Company

within the limit of issuance, including but not limited to medium-term notes, short-term commercial papers, super short-term commercial papers and asset-backed notes in domestic market;

2) to determine, based on the Company's capital requirement and market conditions at the time

of issuing, the specific terms, conditions and all relevant matters in connection with each debt financing instruments issuance, including but not limited to the principal, coupon rate, duration, time of issue, targets, issue method, use of proceeds and issuing and placing arrangement;

3) in accordance with the actual needs of the issuance of debt financing instruments, to engage

agencies, including but not limited to underwriter, rating agency and law firm; to sign all necessary documents relating to each debt financing instruments issuance; and to follow all necessary procedures, such as application, registration and filing in respect of each debt financing instruments issuance with the relevant regulatory authorities on behalf of the Company;

4) to deal with other matters in relation to the issuance of debt financing instruments which are

not mentioned above.
This resolution shall be submitted to the general meeting for consideration.

II. Resolution in relation to acquisition of equity interests in four real estate project companies

UBS/ Gemdale China Real Estate Fund (Phase I) Holdings Co., Ltd. (瑞银/金地中国房地产基金

一期控股有限公司, hereinafter referred to as the "UG Fund") invested in four project companies of

the Company located respectively in Shenyang, Xi'an, Hangzhou and Yangzhou. Pursuant to the arrangements under the agreements, the Board of Directors will consent to the Company's releasing of the UG Fund via acquisition of equity interests at the end of 2014 or around, when this batch of projects all satisfy the exit conditions for the UG Fund.

The Board of Directors agreed to the Company's acquisition of 35% equity interests in

Gemdale Corporation, Yangzhou Property Development Co., Ltd. (金地集团扬州置业发展有限公司) and 49% equity interests in Hangzhou Jinxiang Real Estate Development Co., Ltd. (杭州金祥房地产 开发有限公司), all held by the UG Fund, and 100% equity interests in both Shenyang Gemdale Binhe Real Estate Co., Ltd. (沈阳金地滨河房地产置业有限公司) and Xi'an Zhujia Real Estate Co., Ltd. (西 安 筑 家 置 业 有 限 公 司 ), jointly held by the UG Fund and Gemdale Properties and Investment

Corporation Limited, at a total actual acquisition price of US$261.38 million. The acquisition price was determined based on results of the property valuation conducted by Savills, a third-party valuation company, using the market comparison approach, and with reference to the projects' real earnings.

The Board of Directors authorized the Company to take over the equity interests held by

UBS/ Gemdale China Real Estate Fund (Phase I) Holdings Co., Ltd. (瑞银/金地中国房地产基金

一期控股有限公司 ) and Gemdale Properties and Investment Corporation Limitedin the abovementioned project companies, and to sign all necessary legal documents and deal with all relevant matters.

III. Resolution in relation to convening the second extraordinary general meeting of the Company in 2014

For further details, please refer to "Notice on Convening of the Second Extraordinary General Meeting of the Company in 2014" (Announcement No. : 2014-047) published by the Company on the same day.

By order of the Board of Directors of
Gemdale Corporation

18 October 2014

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