Stock code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No.: 2016-040

金地(集团)股份有限公司 科 学 筑 家

ANNOUNCEMENT ON THE RELEVANT MATTERS OF EXERCISING THE SHARE OPTION OF THE EQUITY INCENTIVE PLAN

The board of directors of the Company and all of its directors warrant that there are no false representations and misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept full responsibility for the truthfulness, accuracy and completeness of the content of this announcement.

Important Notes:

  • Quantity of Exercisable Share Option: 1,3.7342 million shares

  • Source of Shares for Exercising the Option: Private placement of shares of the Company to the incentive targets

On 21 October, 2016, Gemdale (Group) Co., Ltd. (hereinafter referred to as the "Company") issued the notice to hold the 46th meeting of the seventh anniversary Board of Directors. The meeting was held on 26 October, 2016 by means of telecommunication voting. The meeting was convened and held in compliance with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of the Company. The four connected directors out of the 14 directors of the Company, that is, Mr. Ling Ke, Mr. Huang Jun Can, Mr. Chen Bi An, and Mr. Xu Jia Jun, have abstained from voting. The 10 unconnected directors have unanimously passed the resolution regarding the Proposal for Confirming the Name List of Incentive Targets, the Option Quantity and Exercise Price of the Share Option Plan and the resolution regarding the Proposal for the Relevant Matters of Exercising the Share Option.

  1. Approval and Implementation of Equity Incentive Plan
    1. Scheme of Equity Incentive Plan

      In order to enhance the shareholders' value, and support the realization of the strategies

      and the long term sustainable development of the Company, the benefits of the core personnel have been closely connected to the benefits of the shareholders and the Company to further attract, incent and retain the core talents, and optimize the corporate governance. The Board of Directors of the Company considered and passed the solution regarding the Proposal for the Share Option Plan of a Share (Draft) of Gemdale (Group) Co., Ltd. (hereinafter referred to as the "Option Plan") on 14 January 2010. The Option Plan has made use of the share option as the means of incentive in the long run. Each share of the share option is entitled to purchase one share of the Company at the exercise price upon satisfying the effective conditions and arrangements within the effective exercise term. The Option Plan has been reported for filing record to the China Securities Regulatory Commission without any objection raised. The amended share option plan was considered and passed by the Board of Directors on 8 February 2010, and considered and approved at the first extra-ordinary shareholders' general meeting in 2010 of the Company on 26 February 2010.

      On 19 March 2010, the 44th meeting of the 5th anniversary Board of Directors confirmed that the date of granting the Option Plan was 19 March 2010, with 99.37 million shares of the subject matter involved in the share option, for granting to the total incentive targets of 224 persons at the exercise price of RMB14.12 in respect of the share option.

    2. Name List and Quantity Adjustment

      Year of Adjustment

      Quantity before Adjustment (10,000 shares)

      Quantity after Adjustment (10,000 shares)

      Reasons of Adjustment

      2010

      9,937

      17,886.6

      The 2009 profit distribution scheme of the Company: cash dividend of RMB1 (including tax) for every 10 shares and 8 capital reserve turned shares for every 10 shares of capital reserve.

      2014

      17,886.6

      10,906.2

      As some of the incentive targets were unable to comply with the relevant conditions for the incentive targets due to the reasons such as having become supervisors or resigned by themselves, the incentive targets were adjusted from 224 to 138.

      2015

      10,906.2

      10,768.75

      As some of the incentive targets were unable to comply with the relevant conditions for the incentive targets due to the resignation by themselves, the incentive targets were adjusted from 138 to 135.

      1In May 2010, the Company implemented the profit distribution scheme for 2009 with 8 capital reserve turned shares for every 10 shares of capital reserve. The 99.37 million shares of the share option were correspondingly adjusted to 178.866 million shares.

      2On 25 July 2014, the 7th meeting of the 7th Anniversary Board of Directors considered

      and passed the resolution regarding the Proposal for Adjusting the Name List of Incentive Targets, Option Quantity and Exercise Price of the Share Option Plan and confirmed the disqualification of some of the incentive targets due to the reasons of having become supervisors or the resignation by themselves, and that they were unable to comply with the relevant conditions for the incentive targets. Because of using the alias, the name of Wu Lei, an incentive target, was changed to Wu Guo Rong according to his identity card. The Board of Directors confirmed that the incentive targets of the share option incentive plan were adjusted from 244 to 138, with the corresponding granting of the share option adjusted to

      109.062 million shares. In particular, the effective share option quantity was 43.6248 million shares and the exercisable share option quantity was 43.6248 million shares.

      3On 10 July 2015, the 27th meeting of the 7th anniversary Board of Directors considered

      and passed the resolution regarding the Proposal for Adjusting the Name List of Incentive Targets, Option Quantity and Exercise Price of the Share Option Plan and confirmed the disqualification of some of the incentive targets due to the reasons of having become supervisors or resignation by themselves, which failed to comply with the relevant conditions for the incentive targets. The Board of Directors confirmed that the incentive targets of the share option incentive plan of the Company were adjusted from 138 to 135, with the corresponding adjustment of the granted share option quantity from 109.062 million shares to 107.6875 million shares. In particular, the effective share option quantity was 43.075 million shares. After the deduction of 19.9549 million shares of exercised option quantity, the remaining exercisable share option quantity totaled 23.1201 million shares and the incentive targets with the right to exercise the option were adjusted from 74 to 71.

      4 On 22 December 2015, the 34th meeting of the 7th anniversary Board of Directors

      considered and passed the resolution regarding the Proposal for Confirming the Name List of Incentive Targets, Option Quantity and Exercise Price of the Share Option Plan and confirmed that the 39 remaining incentive targets had not completed the exercise of the share option. After the deduction of 8.1464 million shares of the exercised option, the total remaining quantity of the exercisable share option was 14.9737 million shares.

    3. Each Exercise of Share Option

      Date of Exercising the Option

      Price of Exercising the Option (RMB)

      Quantity of Exercising the Option (10,000

      Number of People Exercising the Option

      Remaining Quantity after Exercising the Share Option (10,000 shares)

      shares)

      9 September 2014

      7.42

      1,995.49

      112

      2,366.99

      23 July 2015

      7.29

      814.64

      48

      1,497.37

      20 January 2016

      7.29

      123.95

      20

      1,373.42

      1 On 9 September 2014, the company organized the first centralized exercise for the option of the incentive targets. A total of 112 incentive targets have exercised the option for 19.9549 million shares, with the remaining 74 incentive targets having not completed the exercise of the option yet. The total quantity of the remaining exercisable share option was 23.6699 million shares.

      1. On 23 July 2015, the company organized the second centralized exercise for the

        option of the incentive targets. A total of 48 incentive targets have exercised the option for 8.1464 million shares, with the remaining 39 incentive targets having not completed the exercise of the option yet. The total quantity of the remaining exercisable share option was 14.9737 million shares.

      2. On 20 January 2016, the company organized the third centralized exercise for the

      3. option of the incentive targets. A total of 20 incentive targets have exercised the option for 1.2395 million shares, with the remaining 26 incentive targets having not completed the exercise of the option yet. The total quantity of the remaining exercisable share option was 13.7342 million shares.

        The Board of Directors confirmed that 26 remaining incentive targets of the Company had not completed the exercise of the option for the time being. The total quantity of the remaining exercisable share option was 13.7342 million shares.

      4. Price Adjustment for Exercising the Option

      5. Since the share option was granted in March 2010, the corresponding price adjustments for exercising the option were as follows because the Company had conducted the annual profit distribution with the shares turned from the capital reserve of the Company from 2009 to 2015:

        Year of Adjustment

        Price before Adjustment (RMB)

        Price after Adjustment (RMB)

        Reasons of Adjustment

        2010

        14.12

        7.79

        The 2009 profit distribution scheme of the Company: cash dividend of RMB1 (including tax) for every 10 shares and 8 capital reserve turned shares for every 10 shares of capital reserve

      Gemdale Corporation published this content on 27 October 2016 and is solely responsible for the information contained herein.
      Distributed by Public, unedited and unaltered, on 28 October 2016 02:11:01 UTC.

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