Stock Code: 600383 Stock Abbreviation: GEMDALE CORPORATION Announcement No.: 2015-011 金地 ( 集团 ) 股份有限公司 科学筑家 ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE TWENTITH 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 20th meeting of the Seventh Session of the Board of Directors on 13 April 2015. The meeting was held by way of telephone communication on 16 April 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. The following resolutions were considered and approved at the meeting: I. The "Resolution on Nomination of Mr. Ding Wei as the Candidate for an Independent Director of the Seventh Session of the Board of Directors was and zero abstained votes II. The "Resolution on Nomination of Mr. Wang Jun as the Candidate for an Independent Director of the Seventh Session of the Board of Directors was
and zero abstained votes The Board of Directors would like to extend its sincere gratitude to Mr. Wang Zhile and Mr. Xia Xinping, the two independent directors who will resign upon expiration of their term of office on 7 May 2015, for their valuable contribution to the sustained development and regulated operation of the Company since their appointment as independent directors of the Company. Brief biographies of the above candidates for independent directors are annexed to this announcement. For the statement of nominator of independent directors and the statements of the independent directors, please refer to the relevant information published on the website of Shanghai Stock Exchange at http//:www.sse.com.cn and the website of the Company at http//:www.gemdale.com. The Company has submitted the biographies of the above candidates for independent directors to Shanghai Stock Exchange for approval and, if passed, will then present them at a shareholders general meeting for consideration and approval. Below are the independent opinions from independent directors of the Company on nomination of the candidates for independent directors of the Company: The procedures for nomination of the candidates for independent directors of the Company are legal and effective. The nomination was based on a full and general understanding of the educational background, working experience and professional qualifications of the nominees with prior consent from such nominees. The qualifications of Mr. Ding Wei and Mr. Wang Jun, the candidates for independent directors of the Company, have satisfied the conditions for serving as independent directors of listed companies and the requirements for duty performance as independent directors. They are neither prohibited from taking up the office of a director in accordance with the requirements of the Company Law, nor were they prohibited from any involvement in the stock market by China Securities Regulatory Commission. In addition, they have no connected relationship with and are
independent of the Company, its controlling shareholders, de facto controller, shareholders holding 5% or more of the shares of the Company and other directors, supervisors and senior management. Therefore, we agree to present the resolution on nomination of Mr. Ding Wei and Mr. Wang Jun as the candidates for independent directors of the Seventh Session of the Board of Directors at the next general meeting of the Company for consideration and election. III. The "Resolution on Convening of 2014 Annual General Meeting was and zero abstained votes For details, please refer to the Notice Convening the 2014 Annual General Meeting (announcement No.: 2015-12) published by the Company on the same date. 18 April 2015 By order of the Board of Directors of Gemdale Corporation
Annex: Biography of the Candidates for Independent Directors 1. Mr. Ding Wei, born in 1960. Mr. Ding graduated from the Treasury and Finance Department at Renmin University of China with a bachelor s degree in 1982, studied the doctorate courses in the Economics Department in Austin Texas University of the USA from 1984 to 1987, and completed the senior management training in Harvard Business School in 1998. Mr. Ding served at the World Bank headquarters in Washington as an economist, project manager, department head and other titles successively from November 1987 to February 1999, and was later seconded to the International Monetary Fund and served as a senior economist and the chief representative stationed in Albania during the period from March 1993 to March 1995. Mr. Ding served as the president of China Division of Deutsche Bank Group from March 1999 to September 2002, and the executive general manager and managing director of China International Capital Corporation Limited from October 2002 to December 2010. Mr. Ding has served as the executive chairman of the investment banking committee and the head of the investment banking department of China International Capital Corporation Limited since 2006. Mr. Ding served as the senior managing director and the president of China Division of Temasek Holdings (Private) Limited from February 2011 to December 2013. Mr. Ding Wei once served as an independent director of China Merchants Bank for the period from 2001 to 2004, and a director of Pavilion Capital Pte Ltd, a wholly owned subsidiary of Temasek for the period from 2012 to 2013. Currently, Mr. Ding is serving as an independent director of CAR Inc., Hundsun Technologies Inc. and Hangzhou Hikvision Digital Technology Co. Ltd., and a director and the chairman of ShenZhen Zero-Seven Co.,Ltd.. Mr. Ding Wei has been engaged in economic study and investment banking for nearly 30 years, has in-depth understanding about macro-economy, financial operation and corporate practice, and is a renowned investment banker in the industry. 2. Mr. Wang Jun, born in 1968. Mr. Wang graduated from the Accountancy Department of University of Shanghai for Science and Technology in 1988, majoring in accountancy. Mr. Wang studied in the Business Management Department of Huazhong University of Science and Technology from 1998 to 2001. Mr. Wang studied in the Accountancy Department of Xiamen University for a doctorate degree in international accountancy from 2008 to 2011. Mr. Wang is a fellow member of The Chinese Institute of Certified Public Accountants (CICPA) and The Association of Chartered Certified Accountants (FCCA) and a member of China Certified Tax Agents Association (CCTA). Mr. Wang served as the chief auditor of 柏德豪 关黄陈方会计师行 from April 1993 to May 1997, the chief accountant of Nantai Electronics (shenzhen) Co., Ltd. (NYSE: NTE) from July 1997 to February 2000, the senior financial manager of Sanmina Electronics (ShenZhen) Co., Ltd. ( 新美亚电子 ( 深圳 ) 有限公司 ) (NASDAQ:SANM) from March 2000 to March 2002, the vice financial president of 赛龙电子 ( 深圳 ) 有限公司 from April 2002 to May 2006, a salaried partner of Da Hua Certified Public Accountant ( 大华会计师事务所 ) from June 2006 to August 2008, and the chairman and chief partner of 深圳市大华税务师事务所有限公司 from July 2011 to April 2013. From May 2013 to the present, Mr.
Wang has served as a partner of BDO China 立信会计师事务所 (special general partnership). Mr. Wang has served in foreign invested enterprises and accountant firms for many years, and accumulated in-depth knowledge and practical experience in accounting, auditing, taxation and other fields. Mr. Wang has good knowledge in the PRC generally accepted accounting principles, the international accounting standards and the US generally accepted accounting standards. Mr. Wang had assisted a number of domestic companies in their initial public offering in Germany, the United Kingdom or the United States, and participated in a number of cross-border mergers and acquisitions by providing its professional advices.