China Merchants Securities Co. Ltd. As Financial Consultant

Transcription

1 China Merchants Securities Co. Ltd. As Financial Consultant Issuance of the Inspection Opinions for the Detailed Report on Change of Shareholding in Gemdale Corporation China Merchants Securities Co. Ltd. June

2 Representation As of 25 April 2014, Sino Life has purchased in aggregate 1,109,767,841 shares in Gemdale Corporation through the centralized trading system on Shanghai Stock Exchange, representing % of the total share capital of the Listed Issuer. On 18 November 2013, Sino Life granted, irrevocably and for free, Shenzhen Futian Investment Development Co., Ltd. the full right to exercise the shareholders voting rights in respect of the 215,000,000 shares held through Sino Life Insurance Co., Ltd Universal H Account in Gemdale Corporation (representing approximately % of the total issued shares of the Company), for a term from the date of the relevant power of attorney to 30 June Therefore, as of 25 April 2014, the shares in Gemdale Corporation attaching voting rights held by Sino Life accounted for % of the total share capital of Gemdale Corporation. As of the date of the Inspection Opinions, Sino Life has purchased in aggregate 125,531,817 shares in Gemdale Corporation through the centralized trading system on Shanghai Stock Exchange, meanwhile, the power of attorney granted by Sino Life to Shenzhen Futian Investment and Development Company in November 2013 to exercise the shareholders voting rights in respect of 215,000,000 shares of the Company had expired on 30 June 2014, Thus Sino Life held a total of 1,235,299,658 shares of the Company with voting rights, representing % of the entire share capital of the Company, Sino Life is the largest shareholder of the Company. As the Obligor for Related Information Disclosure, Sino Life has prepared, and also been liable for, the Detailed Report on Change of Shareholding in Gemdale Corporation. China Merchants Securities Co. Ltd. was engaged by Sino Life to act as the financial consultant of Sino Life, and to issue opinions on this matter according to relevant laws and regulations including the Securities Law of The People's Republic of China, the Company Law of The People's Republic of China and Management Methods on Acquisitions of Listed Companies. We, as the financial consultant, issue these independent Inspection Opinions under such business standards as generally accepted by the securities industry and code of ethics on an earnest basis, aiming to give independent, objective and fair judgment and assessment for this change of shareholding. The vast investors and relevant parties can refer to these opinions for information purposes. We hereby make the following representation: (1) We have no interest relationship with all the concerned parties to this change of 2

3 shareholding. The relevant opinions issued in respect of This Change of Shareholding are given on a fully independent basis. (2) The relevant information providers have undertaken to us that they are liable for the truthfulness, accuracy, completeness and promptness of all the written information, documents or verbal information as provided by them; and that there is no material omission which may make these opinions untrue or misleading. (3) We have neither engaged nor authorized any other institution or individual to provide such information as not set out in these inspection opinions, or to give any explanation or representation in connection with this report. (4) We accept no responsibility for the working procedures and results conducted by other intermediary institutions, and the Inspection Opinions contains no comments and assessment on the working procedures and results conducted by other intermediary institutions. (5) Investors are hereby informed by us that the Inspection Opinions do not constitute any investment recommendation for the respective party to This Change of Shareholding and its associates; we assume no responsibility for the related risks arising from any investment decision made by investors by reference to the Inspection Opinions. (6) The Inspection Opinions only serves as an appendix to the report on this change of shareholding, which, without written consent from us, can neither be used for any other purposes, nor be used by any third party. Opinions as set out in the Inspection Opinions are based on the following assumptions: 1. There is no significant change in the prevailing national laws and regulations, and so does the national policy and market condition for the industry which the subject of This Change of Shareholding relates to; 2. There is no significant change in the social and economic environment of the regions where the respective parties to This Change of Shareholding are located; 3. The documents and information provided by the respective parties to This Change of Shareholding and relevant intermediary institutions are true, accurate and complete; 3

4 4. The respective parties to this Change of Shareholding observe the principles of honest and credit, which promise full performance of each of the contracts and agreements; 5. There is no material adverse effect arising from other unpredicted and force majeure factors. 4

5 Definition In this report on change of shareholding, the following terms shall have the meanings set out below, unless the context otherwise requires: This Change of Shareholding The procedure through which Sino Life Insurance Co., Ltd. become the largest shareholder (in terms of voting rights) of Gemdale Corporation due to increase its shareholding of A shares in Gemdale Corporation The Opinions Inspection The inspection opinion issued by China Merchants Securities Co. Ltd., as the financial consultant, in relation to the detailed report on the change of shareholding in Gemdale Corporation Listed Issuer/Gemdale Corporation Obligor for Related Information Disclosure, Sino Life SSE CSRC Gemdale Corporation which is listed on the Shanghai Stock Exchange, stock code: Sino Life Insurance Co., Ltd Shanghai Stock Exchange China Securities Regulatory Commission Company Law the Company Law of The People's Republic of China Securities Law the Securities Law of The People's Republic of China Acquisitions Methods Management Methods on Acquisitions of Listed Companies RMB Renminbi 5

6 China Merchants Securities Co. Ltd. As Financial Consultant Issuance of the Inspection Opinions for the Detailed Report on Change of Shareholding in Gemdale Corporation I. Inspection on the contents of the detailed report on change of shareholding The detailed report on change of shareholding disclosed by the Obligor for Related Information Disclosure comprises of twelve sections: Definition, Introduction of the Obligor for Related Information Disclosure, Particulars about the Change of Shareholding and Purpose for this Change, Methods for Change of Shareholding, Capital Sources, Subsequent Plans, Analysis on Influences upon the Listed Issuer, Significant Transaction with the Listed Issuer, Trading in Shares of the Listed Issuer in the Past Six Months, Financial Information of the Obligor for Related Information Disclosure, Other Significant Events and Documents Available for Inspection. We carefully inspected the detailed report on change of shareholding prepared by Sino Life, and consider that the report accorded with the requirements of the Acquisitions Methods, Content and Format of Information Disclosure by Public Listed Issuers (Standard 15 - Report on Changes of Shareholding), and Content and Format of Information Disclosure by Public Listed Issuers (Standard 16 Acquisition Report of Listed Issuer). II. Inspection on the purpose of the Obligor for Related Information Disclosure for this Change of Shareholding The Obligor for Related Information Disclosure conducted this change in shareholding mainly because it held optimistic about the future prospects of Gemdale Corporation. III. Inspection on the basic information of the Obligor for Related Information Disclosure (I) Inspection on the basic information of the Obligor for Related Information Disclosure 6

7 1. Name of the company: Sino Life Insurance Co., Ltd. 2. Registered address: 32/F, block A of Rongchao Business Center, Yitian Road 6003, Futian District, Shenzhen, Guangdong, PRC 3. 32/F, block A of Rongchao Business Center, Yitian Road 6003, Futian District, Shenzhen, Guangdong, PRC 4. Legal representative: Zhang Jun 5. Registered capital: RMB11,752,005, Registration No. of business license: Form of corporation: Joint stock limited company 8. Business scope: personnel accident injury insurance, personnel term insurance, personnel endowment insurance, personnel permanent life insurance, personnel annuities insurance, personnel short term health insurance, personnel long term health insurance, group accident injury insurance, group term insurance, group permanent life insurance, group annuities insurance, group short term health insurance, group long term health insurance, and other personnel insurance businesses approved by the China Insurance Regulatory Commission, the reinsurance business of the above business, application of insurance funds as permitted by the China Insurance Regulatory Commission. 9. Registration No. for taxation: Term of operation: permanent operation since 4 March Telephone: Based on our inspection, we believe that: Sino Life, as a company duly established and existing under the Company Law, experiences no event which requires it to terminate operation under relevant laws and regulations or its Articles of Association as of the date of these Inspection Opinions. (IV)Inspection on the principal business of the Obligor for Related Information Disclosure Sino Life is a professional life insurance provider across the nation established on 4 March 2002 based in Shenzhen. The principal business scope covers insurances concerning medical care, pension, major disease, accident injury, participating insurance, investment linked insurance as well as universal insurance, etc. 7

8 We are of the view that the business operation conducted by Sino Life accords with the provisions of relevant laws, administrative regulations and the Articles of Association and conforms to the national industry policies. (V)Inspection on the credit record of the Obligor for Related Information Disclosure and on noncompliance with the article 6 of the Acquisitions Methods We find no bad credit record of Sino Life based on our inspection on the business and commercial filings of Sino Life and enquiry about the public available information of Sino Life. Meanwhile, Sino Life also provides its Confirmation for Non-existence of the Situations as set out under the Article 6 of the Acquisitions Methods and Compliance with the Article 50 of the Acquisitions Methods. We believe that Sino Life has not violated the provisions under Article 6 of the Acquisitions Methods. (VI)Financial position of the Obligor for Related Information Disclosure The brief financial date of Sino Life for the past four years (consolidated financial statement): Unit: RMB 0000 As at the end of As at the end of As at the end of As at the end of Item 2013 / the year 2012 / the year 2011 / the year 2010 / the year of 2013 of 2012 of 2011 of 2010 Total assets 19,586, ,268, ,458, ,331, Net assets attributable to the parent 1,778, ,253, , , Operating income 3,021, ,978, ,579, ,609, Net profits attributable to the parent 537, , , , Note: We consider that Sino Life is able to operate on a going concern basis. (VII) Principal qualification and economic strength of the Obligor for Related 8

9 Information Disclosure According to the inspection on the principal business, financial position and credit record of Sino Life, we are of the view that Sino Life owns legal principal qualification, adequate financial position and strong capital strength. IV. Inspection on the shareholding structure, controlling shareholders and de facto controller of the Obligor for Related Information Disclosure The shareholding structure of Sino Life is set out below: Name of shareholders Shareholding proportion (%) Shenzhen Fude Financial Investment Holdings Co., Ltd.* ( 深圳市富德金融投资控股有限公司 ) Shenzhen Huaxin Investment Holdings Co., Ltd. * ( 深圳市华信投资控股有限公司 ) Shenzhen Guomin Investment Development Co., Ltd. * ( 深圳市国民投资发展有限公司 ) Shenzhen Yingde Property Co., Ltd.* ( 深圳市盈德置地有限公司 ) Shenzhen Zhouji Tongshang Investment Co., Ltd.* ( 深圳市洲际通商投资有限公司 ) Tokio Marine & Nichido Fire Insurance Co., Ltd. Dalian Shide Group Co., Ltd Dalian Dongpeng Property Development Co., Ltd.* ( 大连东鹏房地产开发有限公司 ) 3.88 Tokio Marine Asia Pte. Ltd

10 * For information purposes only As shown in the above table, the shareholding proportion in Sino Life is relatively dispersed, with no individual shareholder holding more than 30% of the shares of the company, which means that each of the shareholders is not able to determine the majority of the Board or exercise conclusive influence on decisions of the company. Therefore, Sino Life has no controlling shareholder and de facto controller. After inspection on the business and commercial filings of Sino Life, we believe that Sino Life has made full disclosure of its shareholding structure and controlling relationship in the report on change of shareholding. V. Inspection on the Obligor for Related Information Disclosure holding 5% or above of the shares in listed issuers Upon inspection, as of the date of these Inspection Opinions, the Obligor for Related Information Disclosure holds or controls more than 5% of the shares of the following domestic and overseas listed issuers: Exchange for listing Stock code Company abbreviation Shareholding proportion (%) The Stock Exchange 379 PME The Stock Exchange 639 Shougang Resources The Stock Exchange 1638 Kaisa Group Shanghai Stock Exchange / The Stock Exchange /1898 China Coal 8.78 Shenzhen Stock Exchange Agricultural Products VI. Inspection on capital sources of the Obligor for Related Information Disclosure 10

11 According to the statement and representation made by Sino Life and upon our inspection, we find that the capital required for this Change of Shareholding are all financed with the liability reserve, in stead of, whether direct or indirect, funds from the Listed Issuer and its related parties. VII. Inspection on necessary authorization and approval procedures of the Obligor for Related Information Disclosure Based on the inspection over the following meeting information of Sino Life: On 21 January 2014, Sino Life held the 23 rd meeting of the asset and liability management committee of the 4 th session of the board of directors, at which, the resolution that Sino Life further increased shareholding in Gemdale Corporation through secondary market was approved, provided that such increase would not lead to its aggregate shareholding in Gemdale Corporation exceeding 20% of the total share capital of the Company, subject to the applicable laws and regulations, regulatory provisions and the investment management system of Sino Life. On 18 April 2014, Sino Life held the 10th meeting of the the board of execution directors, at which, the resolution that Sino Life further increased shareholding in Gemdale Corporation through secondary market was approved, provided that such increase would not lead to its aggregate shareholding in Gemdale Corporation exceeding 30% of the total share capital of the Company, subject to the applicable laws and regulations, regulatory provisions and the investment management system of Sino Life. We are of the view that Sino Life has conducted necessary internal review and decision procedures in respect of this Change of Shareholding. VIII. Inspection on the subsequent plans of the Obligor for Related Information Disclosure Based on our inspection, Sino Life has the below subsequent plans for Gemdale Corporation: (I)Plan to adjust the major business of the Listed Issuer in the future 12 months As of the date of these Inspection Opinions, the Obligor for Related Information Disclosure has no current plan to adjust the major business of the Listed Issuer in the future 12 months. 11

12 (II)Subsequent arrangement for the assets and businesses of the Listed Issuer or its subsidiaries in the future 12 months As of the date of these Inspection Opinions, the Obligor for Related Information Disclosure has no current plan to dispose, consolidate, cooperate with others in respect of the assets and businesses of the Listed Issuer or its subsidiaries in the future 12 months, and the Listed Issuer has not proposed to acquire or replace assets for the purpose of reorganization. (III)Plan to adjust the directors or senior management of the Listed Issuer Gemdale Corporation held the first extraordinary shareholder s meeting on 4 April The meeting passed <Resolution in respect of election of directors of the seventh session of the Board of Directors>. Mr Lin Desheng, who is currently the general manager/chairman of 深圳市生命置地发展有限公司. The biographical details of Mr.Lin is as below: Lin Desheng, male, born in August Mr. Lin holds a bachelor degree in architectural engineering from Shantou University. He is currently the general manager/chairman of 深圳市生命置地发展有限公司, general manager of 生命置地 ( 长春 ) 有限公司, chairman of 南通东方绿洲生态发展有限公司. He once served as the assistant to general manager, general manager of the contract center, the project manager, person in charge of engineering technology and technician of 深圳新亚洲实业发展有限公司, deputy general manager of Property Management Division ( 物业管理部 ) of Asset Management Center ( 资产管理中心 ) and general manager of the Affairs Executive Division ( 综合事务部 ) of Sino Life Insurance Co., Ltd. As of the date of these Inspection Opinions, the Obligor for Related Information Disclosure has no current plan to adjust the structure of directors and senior management of the Listed Issuer. (IV)Plan to amend the Article of Association of the Listed Issuer As of the date of these Inspection Opinions, the Obligor for Related Information Disclosure has no current plan to amend the articles in the Article of Association of the Listed Issuer. (V)Plan to materially change the engagement of the existing employees of the Listed Issuer As of the date of these Inspection Opinions, the Obligor for Related Information Disclosure has no current plan to materially change the engagement of the existing employees of the 12

13 Listed Issuer. (VI)Plan to adjust the dividend policy of the Listed Issuer As of the date of these Inspection Opinions, the Obligor for Related Information Disclosure has no current plan to adjust the existing dividend policy of the Listed Issuer. (VII)Other adjustment plans with significant effects As of the date of these Inspection Opinions, the Obligor for Related Information Disclosure has no other plan which would significantly affects the business and organization structure of the Listed Issuer. We believe that the plan of Sino Life for the future development of Gemdale Corporation complies with the relevant requirements for legal corporate governance of listed issuers by the Company Law and the CSRC, which would not adversely affect the sustainable development of Gemdale Corporation. IX. Effect of this Change of Shareholding on the independence of Gemdale Corporation By reference to our inspection and pursuant to the commitment by the Obligor for Related Information Disclosure, we consider that: upon completion of this Change of Shareholding, Sino Life is, and will be, independent from the Listed Issuer in terms of personnel, finance, assets, business and organs, which is in compliance with the provisions of the CSRC for independence of a listed issuer. X. Inspection on the related transactions between the Obligor for Related Information Disclosure and Gemdale Corporation By reference to our inspection and pursuant to the commitment by the Obligor for Related Information Disclosure, we believe that: as of the date of these Inspection Opinions, Sino Life has not entered into, nor propose to enter into, related transaction with the Listed Issuer. XI. Inspection on the horizontal competition between the Obligor for Related Information Disclosure and Gemdale Corporation By reference to our inspection, as of the date of these Inspection Opinions, there is no horizontal competition between the Obligor for Related Information Disclosure and Gemdale Corporation. Meanwhile, Sino Life made the commitment that: upon completion of this Change of Shareholding, Sino Life will not engage in any business or activity that competes or may compete with that of Gemdale Corporation in the PRC. 13

14 XII. Inspection on the business transaction between the Obligor for the Related Information Disclosure or its related parties and the Listed Issuer, and on the future position arrangement of the directors, supervisors and senior management of the Listed Issuer As inspected: Within the 24 months immediately preceding the date of these Inspection Opinions, the Obligor for the Related Information Disclosure and its directors, supervisors and senior management have not entered into any asset transaction with the Listed Issuer or its subsidiaries with the total transaction amount (on an accumulative basis) exceeding RMB30 million or 5% of the net assets of the Listed Issuer as indicated in its latest audited consolidated financial statement; Within the 24 months immediately preceding the date of these Inspection Opinions, the Obligor for the Related Information Disclosure and its directors, supervisors and senior management have not entered into any transaction with the directors, supervisors and senior management of the Listed Issuer with the total transaction amount exceeding RMB50,000; Within the 24 months immediately preceding the date of these Inspection Opinions, the Obligor for the Related Information Disclosure and its directors, supervisors and senior management have neither compensated the directors, supervisors and senior management of the Listed Issuer proposed to be replaced, nor entered into any other similar arrangement; Within the 24 months immediately preceding the date of these Inspection Opinions, the Obligor for the Related Information Disclosure and its directors, supervisors and senior management have no other contract, agreement or arrangement under signature or negotiation which would materially affect the Listed Issuer. XIII. Inspection on trading of the shares in Gemdale Corporation in the past six months As inspected, Sino Life trades the shares in Gemdale Corporation through the centralized trading system on Shanghai Stock Exchange during the period from 1 October 2013 to the date of these Inspection Opinions: 14

15 Direction: buy-in Transaction amount (shares) Transaction amount (RMB) The highest price The lowest price October ,999, ,331, November ,972, ,902, December ,089, ,725, January ,878, ,424, February ,009, ,213, March ,696, ,507, April ,518,459 3,051,241, May 2014 June ,531, ,945, Total 709,634,485 5,597,333, XIV. Inspection on other significant matters As inspected, we hold the view that: other than the information relating to this Change of Shareholding as disclosed in the report on change of shareholding, there is no other significant information that need to be disclosed by the Obligor for the Related Information Disclosure to avoid misunderstanding toward the contents of the detailed report on change of shareholding; and there is no other significant information that need to be disclosed while not disclosed by the Obligor for the Related Information Disclosure under the provisions of the CSRC and the Exchange. XV. Opinions from the financial consultant We, together with the organs we act on whose behalf, have conducted thorough inspection on the contents of the detailed report on change of shareholding in our best efforts. We find no false statement, misleading representation or material omissions in these contents, and assume the corresponding responsibility for the same. (This page is the end of the formal content, next of which is the signature page) 15

16 (This page contains no formal content, and only serves as the signature and seal page for the Inspection Opinions issued by China Merchants Securities Co. Ltd. (as financial consultant) for the Detailed Report on Change of Shareholding in Gemdale Corporation ) Principals from the financial consultant: Wang Kai Wang Kun Legal representative (authorized representative): China Merchants Securities Co. Ltd. 30 June