Stock Code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No.: 2015-034

金地（集团）股份有限公司

科 学 筑 家

ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE TWENTY-NINTH 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 29th meeting of the Seventh Session of the Board of Directors on 11 August 2015. The meeting was held by way of telephone communication on 20
August 2015. The convener of the meeting is Mr. Ling Ke, the Chairman of the Board of Directors of the Company. All of the fourteen directors of the Company attended the meeting. The convening of the meeting complied with the relevant provisions of the PRC Company Law and the Articles of Association of the Company.

I. The "Resolution on Cooperative Development of Shenyang Yansaihu Street-6 Project" was passed by the Board of Directors with 14 affirmative votes, zero objected votes and zero abstained votes.

Shenyang Hesheng Real Estate Development Co., Ltd (沈阳合盛房地产开发有
限公司 ) ("Shenyang Hesheng"), a wholly-owned subsidiary of the Company, acquired Shenyang Yansaihu Street-6 Project in November 2014, and incorporated a wholly-owned project company named Shenyang Gemdale Zhisheng Real Estate
Development Co., Ltd (沈阳金地至胜房地产开发有限公司). In order to enhance
our capital efficiency, the Board of Directors approved Shenyang Hesheng to cooperate with DRC SY III Limited to develop the construction project, and the parties intended to jointly inject capital to the project company, after which, Shenyang
Hesheng and our partner held 55% and 45% of the equity interests of the project company respectively.
DRC SYIII Limited, our partner, is a company incorporated in accordance with
Hong Kong laws, its parent company 菱华控股有限公司 is an investment platform established by Mitsubishi Corporation in Hong Kong in accordance with relevant laws.

II. The "Resolution on Cooperative Development of G78 Project Located at the North of Nanjing Audit University, Jiangpu Street, Pukou, Nanjing City" was passed by the Board of Directors with 14 affirmative votes, zero objected votes and zero abstained votes.

The Board of Directors approved Gemdale Corporation Nanjing Property Co., Ltd ("Nanjing Gemdale"), a wholly-owned subsidiary of the Company, to cooperate with Nanjing Vanke Real Estate Co., Ltd. ("Nanjing Vanke") on G78 Project located at the North of Nanjing Audit University, Jiangpu Street, Pukou, Nanjing City.
Nanjing Zhupu Xingye Real Estate Development Co., Ltd (南京筑浦兴业房地
产开发有限公司) was established by Nanjing Vanke for the purpose of project development. Nanjing Gemdale and Nanjing Vanke intended to jointly inject capital to the project company, after which, Nanjing Gemdale and Nanjing Vanke held 33% and 67% of the equity interests of the project company respectively.

III. The "Resolution on Cooperative Development of Project One of Wuhan - Xiongchu" was passed by the Board of Directors with 14 affirmative votes, zero objected votes and zero abstained votes.

Wuhan Gemdale Jintai Properties Co., Ltd (武汉市金地金泰置业有限公司) ("Gemdale Jintai"), a wholly-owned subsidiary of the Company, acquired land parcels named K7 and K8 for Project One located at Xiongchu, Guanshan Village, Wuhan City (hereinafter referred to as the "Project"). The Board of Directors agreed the Company, together with Wenyu (Shanghai) Investment Management Co., Ltd., as the General Partner for the promotion of Jiaxing Wenjia No. 7 Equity Investment
Partnership (Limited Partnership) to jointly inject capital to Gemdale Jintai, after which, the parties each held 50% equity interests in Gemdale Jintai.
Wenyu (Shanghai) Investment Management Co., Ltd., our partner, is 100% held by Wensheng (Tianjing) Investment Management Co., Ltd., a wholly-owned subsidiary of the Company.
For details regarding the three projects mentioned above, please refer to the Projects Acquisition Announcements published by the Company regularly on a monthly basis.
By order of the Board of Directors of
Gemdale Corporation
27 August 2015

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