金地

Stock Code:
600383
Stock Abbreviation: GEMDALE CORPORATION
Announcement No.:
2015-021

金地（集团）股份有限公司

科 学 筑 家

ANNOUNCEMENT ON RESOLUTION PASSED AT THE 25TH MEETING OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

The Board of Directors and all members of the Board of Directors of the Company warrant the truthfulness, accuracy and completeness of the contents of this announcement, and shall jointly and severally accept responsibility for any false representations, misleading statements or material omission contained herein.

Gemdale Corporation (the "Company") issued the notice for convening the 25th meeting of the seventh session of the Board of Directors on 9 June 2015. The meeting was held by way of communication (teleconference) on 12 June 2015. The meeting was convened and chaired by Chairman Mr. Ling Ke. All of the fourteen eligible directors attended and voted at the meeting. The meeting was convened and held in compliance with the requirements of the Company Law of the People's Republic of China and the Articles of Association of the Company.

I. The Resolution of the Company regarding Satisfaction of Conditions for Issuing Corporate Bonds was passed by the Board of Directors with 14 affirmative votes, 0 dissenting vote and 0 vote abstaining from voting

The Company considered itself satisfying all conditions for public issuance of corporate bonds after conducting a serious self-inspection on its own situations with reference to qualification and relevant conditions for public issuance of corporate bonds by listed companies, pursuant to provisions and requirements of laws and regulations as well as regulatory documents including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Measures for the Administration of the Issuance and Trading of Corporate Bonds issued by China Securities Regulatory Commission (the "CSRC"),
The resolution shall be submitted to the general meeting for shareholders' approval.

II. The Resolution of the Plan for the Issuance of Corporate Bonds was passed by the Board of Directors with 14 affirmative votes, 0 dissenting vote and 0 vote abstaining from voting

Pursuant to provisions and requirements of laws and regulations as well as regulatory documents including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Measures for the Administration of the Issuance and Trading of Corporate Bonds issued by the CSRC,
the proposed plan for the issuance of corporate bonds by the Company is set out below: (I) Par value, issue price and issue size
The corporation bonds will be issued at par value of RMB100 each. The total par value of corporate bonds will not exceed RMB6 billion (inclusive). The specific issue size will be determined by directors authorised at the general meeting within the above range.
(II) Issue target and arrangement for pacing to shareholders of the Company
The corporate bonds are proposed to be publicly issued to public investors or qualified investors. The corporate bonds shall be subscribed by investors in cash and will not be preferentially placed to the Shareholders of the Company.
(III) Maturity and types of the bonds
The maturity of the bonds under the issue will not exceed 10 years (inclusive), either in one type with single maturity or in a mix of various types with different maturities. The specific maturity of the bonds and the issue size of each type will be determined by directors authorised at the general meeting with reference to market conditions as well as capital requirements of the Company.
(IV) Interest rate and ways to determine
The corporate bonds under the issue will be the fixed interest rate corporate bonds. Based on off-line enquiry records, the coupon rate of the bonds will be determined by the Company and main underwriters with reference to market conditions. The bonds are calculated annually by simple annualised interest rate without any compound interest. They will be repayable on maturity with a one-off interest payment.
(V) Secure mode
No secure will be provided for this bond issuance. (VI) Issuing mode
The corporate bonds will be issued publicly to both public investors and qualified investors. The bonds will be issued by tranche upon the approval by CSRC. The first tranche will be issued within
12 months from the date of approval by CSRC, while the rest will be issued within 24 months.
(VII) Use of proceeds
The Company intended to use the proceeds from this public issuance to repay borrowings and replenish working capital.
Before proceeds from the issue are available, the Company will use self-raised funds to pay for
the current portion of the borrowings, which will be replaced in accordance to relevant laws and regulations once such proceeds are available.
(VIII) Guarantee measures for repayment of bonds
Upon the issue of corporate bonds, in the event that the Company expects that it is unable to repay the principal and interests of the corporate bonds as scheduled, or the Company fails to repay the principal and interests of the corporate bonds when they become due, it shall implement, as a minimum, the following guarantee measures for repayment of the corporate bonds and propose at the general meeting to authorise the Board of the Company to take relevant measures:
(1) No dividend will be distributed to the Shareholders;
(2) Suspension of the implementation of projects that incur capital expenditure such as material external investments, acquisitions and mergers;
(3) Payment of salary and bonus of the Directors and senior management of the Company will be adjusted, reduced or ceased;
(4) Key personnel accountable for such event will not be allowed for re-designation. (IX) Listing of the bonds to be issued
Subject to the satisfaction of relevant requirements for listing, the Company will make an application to the Shanghai Stock Exchange for the listing of the corporate bonds immediately following the issue of such bonds. Subject to approval by relevant regulatory authorities, the corporate bonds could also be listed on other stock exchanges as permitted by applicable laws.
(X) Authorisation in relation to the issue of corporate bonds t
To ensure the issue of corporate bonds to process orderly and effectively, it is proposed at the general meeting to authorise the Board to deal with all matters relating to the issue of corporate bonds under related laws and regulations, including but not limited to the followings:
(1) So far as permitted by laws and regulations, related requirements by securities regulators as well as resolutions at the general meeting, and taking into account the specific needs of the Company and the market conditions, to determine all matters relating to the specific arrangements of the issue and the revision and adjustments to the terms and conditions of this issue of corporate bonds, including but not limited to all matters relating to the arrangements including the size of issue, maturity and types, the interest rate of bonds or its basis, the timing of issue, object of issue, mode of issue, whether to be issued in tranches and the number of tranches and size of each tranche, any repurchase or redemption provisions, use of proceeds, proportion of issue on-line and off-line, the arrangement of credit rating, warranty, details for subscription method, the repayment of principal and interest, guarantee for debt repayment and listing arrangements, as well as determining underwriting arrangements;
(2) To determine the engagement of the intermediaries and selection of the bond trustee involved in the issue of the corporate bonds;
(3) To be responsible for the implementation and enforcement of matters regarding this issue of corporate bonds and its listing, which include but not limited to: formulate, authorise, sign, execute, amend and complete all legal documents in relation to the issue and the listing of the corporate bonds (including but not limited to the issuing document of the corporate onds, underwriting agreement, bonds entrustment and management agreement, rules for bondholders meeting, listing agreement, and all announcements and documents for necessary disclosure purpose pursuant to laws and regulations and other regulatory documents);
(4) To make appropriate adjustments to the specific plan on this issue of corporate bonds and other relevant matters according to laws and regulations, provisions of Articles of Association and opinions of regulatory authorities (if any) in the event of there are changes in laws and regulations, relevant policies of regulatory authorities or market conditions, except for those related to laws and regulations, as well as those must seek for separate authorisation from the general meeting as required by the Articles of Association, or determine whether to proceed with relevant matters relating to the issue of corporate bonds based on actual situations;
(5) To be fully responsible for handling other matters relating to the issue of corporate bonds and its listing.
The above authorisation shall remain valid from the date of passing of the issue plan at the general meeting to the date when matters relating to the above authorisation were completed.
(XI) Validity of the resolution
The resolution on issue of corporate bonds will remain valid within 24 months from the date of passing of such resolution at the general meeting.

The resolution shall be submitted to the general meeting for shareholders' approval.

III. The Resolution on Special Self-inspection Report on Problems relating to Idle land, Land Speculation and Property Hoarding and Price Rigging was passed by the Board of Directors with 14 affirmative votes, 0 dissenting vote and 0 vote abstaining from voting.

For details, please visit the websites of the Shanghai Stock Exchange (http//:www.sse.com.cn) and the Company (http//:www.gemdale.com). The resolution shall be submitted to the general meeting for shareholders' approval.

IV. The Resolution on Convening 2015 First Extraordinary General Meeting was passed by the Board of Directors with 14 affirmative votes, 0 dissenting vote and 0 vote abstaining from voting.

For details, please refer to the announcement in relation to the Notice of Convening 2015 First Extraordinary General Meeting (Announcement No: 2015-022) of the Company dated on the same day.
Notice is hereby given.
The Board of Gemdale Corporation
13 June 2015

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