Detailed Report on the Change in Shareholding

Transcription

1 Detailed Report on the Change in Shareholding Name of the listed issuer: Gemdale Corporation Place of listing: The Shanghai Stock Exchange Stock abbreviation: Gemdale Corporation Stock code: Name of the Obligor for Disclosure: Sino Life Insurance Co., Ltd. Registered address: 32/F, Block A, Rongchao Business Centre, 6003 Yitian Road, Futian District, Shenzhen Correspondence address: 32/F, Block A, Rongchao Business Centre, 6003 Yitian Road, Futian District, Shenzhen Nature of change: increase of shareholding Financial adviser: China Merchants Securities Co., Ltd Date of signature: 30 June 2014

2 Statement of the Obligor for Disclosure This Report was disclosure on 26 April 2014, and this report will just disclosure the difference part compared to last report..

3 Introduction of the Obligor for Disclosure 1. Brief on the shareholding of the Obligor for Disclosure in other domestic or overseas listed companies As at the date of this Report, the Obligor for 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 22.23

4 Consolidated financial data of the Obligor for Disclosure for the financial year of 2013 (1) Consolidated Balance Sheet (Unit: RMB) Assets 31 December 2013 Currency funds 8,627,612,751 Held-for-trading financial assets 27,000,000 Recoursable financial assets acquired - Insurance premiums receivable 335,136,213 Cession premiums receivable 866,578,409 Interest receivable 1,827,475,375 Receivables from ceded unearned premium reserve 15,725,129 Receivables from ceded claim reserves 5,913,701 Receivables from ceded policyholders reserves 6,144,470 Receivables from ceded long-term health insurance reserves 6,784,591 Policy loans 999,878,647 Term deposits 25,667,859,784 Available-for-sale financial assets 43,425,763,925 Held-to-maturity investments 30,611,072,296 Investments classified as loans and receivables 4,927,143,594 Long-term equity investments 34,537,910,865 Statutory deposits 2,466,000,000

5 Investment properties 12,864,633,053 Fixed assets 2,766,543,628 Construction in progress 250,145,165 Intangible assets 11,159,260,242 Deferred tax assets 53,795,507 Goodwill 1,660,587,952 Other assets 12,031,173,870 Separate account assets 728,723,092 Total assets 195,868,862,261 Liabilities and owners' equity Short-term loans 5,108,730,000 Capital borrowed 2,500,000,000 Funds from sales of financial assets with repurchase agreement 16,984,613,868 Insurance premiums advances 253,974,359 Handling charges and commissions payable 227,465,631 Cession premiums payable 861,033,705 Employee benefits payable 182,459,402 Tax payable 224,245,859 Interest payable 168,968,587 Claims payable 193,721,285 Policyholder dividends payable 936,711,801 Deposits and investments from insurers 70,584,973,223

6 Unearned premium reserves 214,321,542 Claim reserves 111,111,802 Policyholders reserves for life insurance 62,657,826,082 Long-term reserves for health insurance 270,758,756 Subordinated debt payable 5,352,321,757 Long-term loans 931,125,000 Estimated liabilities - Other liabilities 3,626,985,391 Deferred tax liabilities 2,074,977,111 Separate account liabilities 728,723,092 Total liabilities 174,195,048,253 Liabilities and shareholders equity Shareholders equity Share capital 11,752,005,497 Capital reserve -1,117,189,147 Surplus reserve 309,399,318 Undistributed profit 6,918,352,036 Foreign currency translation differences -79,434,463 Total equity attributable to shareholders of the parent company 17,783,133,240 Minority shareholders equity 3,890,680,768 Total shareholders equity 21,673,814,008 (2) Consolidated income statement (Unit: RMB)

7 Items 2013 I. Operating Income 30,213,807,816 Earned premium 21,339,086,675 Insurance business income 22,400,109,256 Less: Ceded premiums 958,116,269 Provision for insurance reserves 102,906,312 Asset management fee income 19,036,984 Handling charges and commissions income 10,881,743 Investment income 5,688,459,478 Gains from changes in fair values 1,857,931,972 Foreign exchange gains 93,552,367 Other business income 1,204,858,596 II. Operating Expenses 29,881,331,447 Refund of insurance premiums 4,764,800,771 Payments for insurance claims 2,351,116,969 Less: Reversal of payments for insurance claims 75,740,278 Provision for insurance reserves 11,982,143,837 Less: insurance reserves recoverable from reinsurers 8,689,776 Policyholder dividends 439,912,584 Cession charges -1,981,791 Taxes and surcharges on operations 168,577,142 Handling charges and commissions expenses 2,171,924,954 Business and managing fee 5,416,736,261

8 Less: Expenses recoverable from reinsurers 850,944,066 Interest expense 266,642,147 Other business expenses 3,252,544,938 Provision /(reversal) of asset impairment loss 4,287,754 III. Operating Profit 332,476,369 Add: Non-operating income 5,879,583,091 Less: Non-operating expenses 143,907,258 IV. Total Profit 6,068,152,201 Less: Income tax expenses 711,927,607 V. Net profit 5,356,224,595 Net profits attributable to shareholders of the parent company 5,378,558,048 Profit or loss attributable to minority interests -22,333,453 VI. Other comprehensive gains -1,112,564,398 VII. Total comprehensive gains 4,243,660,197 Total comprehensive gains attributable to shareholders of the parent company 4,266,930,781 Total comprehensive gains attributable to minority shareholders -23,270,584 (3) Consolidated cash flow statements (Unit: RMB) Items 2013 I. Cash Flows from Operating Activities Cash premiums received on original insurance contracts 22,403,048,125 Net cash from policyholders deposits and capital expenditure 44,446,282,599 Tax refund 14,638,095

9 Other cash receipts relating to operating activities 882,129,268 Sub-total of Cash Inflows 67,746,098,088 Payments of claims for original insurance contracts 2,231,649,049 Net cash paid for reinsurance business 95,148,242 Handling charges and commission paid 2,114,843,573 Policyholder dividends paid 242,498,071 Cash payments to and on behalf of employees 2,680,769,794 Payments of all types of taxes 196,836,473 Other cash payments relating to operating activities 14,698,517,141 Sub-total of Cash Outflows 22,260,262,343 Net Cash Flows from Operating Activities 45,485,835,745 II. Cash Flows from Investing Activities: Cash receipts from disposals and returns of investments 39,131,441,952 Cash receipts from returns on investments 5,646,865,790 Net cash receipts from disposals of fixed assets, intangible assets and other long-term assets 536,423 Cash generated from other investing activities - Sub-total of Cash Inflows 44,778,844,166 Cash payments to acquire investments 72,133,653,687 Net increase in secured loans of policyholders 546,181,301 Cash payments to acquire and construct fixed assets, intangible assets and other long-term assets 1,927,313,314

10 Net cash payments to invest in associates, joint ventures and other long-term equity investments 49,063,354,361 Cash paid for other investing activities - Sub-total of Cash Outflows 123,670,502,663 Net Cash Flows from Investing Activities -78,891,658,498 III. Cash Flows from Financing Activities Cash receipts from investors making investment in the enterprise 12,340,884,542 Cash receipts from obtaining borrowings 4,676,730,000 Cash receipts from issue of subordinated debt 2,500,000,000 Other cash receipts relating to financing activities 9,170,896,476 Sub-total of Cash Inflows 28,688,511,018 Cash payments for distribution of dividends or profit or interest expenses 1,362,328,050 Sub-total of Cash flows 1,362,328,050 Net Cash Flows from Financing Activities 27,326,182,968 IV. The Amount of the Effect of Foreign Exchange Rate Changes on Cash V. Net Increase/ (Decrease) in Cash and Cash Equivalents Add: Opening Balance of Cash and Cash Equivalents VI. Closing Balance of Cash and Cash Equivalents 18,573,628-6,061,066,157 14,688,678,908 8,627,612,751

11 The Method of Change in Shareholding 1. Shareholding held in the listed company by the Obligor for Disclosure before the change in shareholding Sino Life had 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. Excluding the aforesaid shares the shareholders voting rights of which have been granted to Shenzhen Futian Investment Development Co., Ltd. for exercise, the shares in Gemdale Corporation entitled to voting rights held by Sino Life accounted for % of the total share capital of Gemdale Corporation. 2. Shareholding held in the listed company by the Obligor for disclosure after the change in shareholding Sino Life has acquired a total of 125,531,817 shares of the Company through a number of tradings on the secondary market during the period from 26 April 2014, the date of release of the Detailed Report on the Change in Shareholding, to 30 June 2014.In addition, 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 As at 30 June 2014, 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. 3.Shares held by the Obligor for Disclosure in the listed company subject to trading restriction As at the date of this Report, none of Gemdale Corporation s shares held by Sino Life Insurance Co., Ltd. is charged or with transferable rights frozen or otherwise restricted.

12 Source of Funds 1. Source of funds for the change in shareholding The change in shareholding was entirely funded by the liability reserve rather than by the listed company or its connected parties directly or indirectly. 2. Delivery of the change in shareholding 1)The change in shareholding was effected by purchase on the secondary market. 2)the power of attorney granted has expired. 3. Total consideration paid for the change in shareholding The total consideration paid by the Obligor for Disclosure for the change in shareholding was RMB billion.

13 Trading in Listed Shares in the Past Six Months 1. Trading in the listed shares by the Obligor of Disclosure in the past six months Sino Life s tradings in the shares of Gemdale Corporation through the centralized trading system of the Shanghai Stock Exchange during the period from 1 January 2014 to the date of this Report: Transaction volume Transaction volume Share purchase (shares) (RMB) Highest price Lowest price January ,878, ,424, February ,009, ,213, March ,696, ,507, April ,518,459 3,051,241, May ,531, ,945, June Total 709,634,485 5,597,333,

14 Other Significant Matters 1. Statement of the Obligor for Disclosure In this Report, all information related to the change in shareholding has been truthfully disclosed as required, and there are no other discloseable contents of this Report that need to disclose for avoidance of any misunderstanding. 2. Statement of legal representative or authorized representative of the Obligor for Disclosure I (and the institutions that I represent) hereby warrant that there are no false representations, misleading statements or material omission in this Report and its summary, and we individually and collectively accept legal responsibility for the truthfulness, accuracy and completeness of the contents contained herein. Co., Ltd. Name of the Obligor for Disclosure: Sino Life Insurance Legal Representative (Authorized Representative): 30 June 2014

15 3. Statements of financial consultant and its legal representative or authorized representative and principals of the financial consultant We, together with the institutions we act on their behalf, have conducted thorough inspection and verification on the contents of the 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. Principals of the financial consultant: Wang Kai Wang Kun Legal Representative (Authorized Representative): China Merchants Securities Co. Ltd. 30 June 2014

16 (This page contains no formal text, and only serves as a page for signature and stamping a seal on this Detailed Report on Change of Shareholding in Gemdale Corporation.) Co., Ltd. Name of the Obligor for Disclosure: Sino Life Insurance Legal Representative (Authorized Representative): 30 June 2014

17 Schedule: Detailed Report on Changes in Shareholding Basic information Name of the Gemdale Corporation Listed Issuer Address of the Listed Issuer Gemdale Commercial Building, Fuqiang Road, Futian District, Shenzhen Stock Abbreviation Gemdale Corporation Stock code Name of the Registered address Obligor for of the Obligor for Sino Life Insurance Co., Ltd. Shenzhen, Guangdong Province Disclosure Disclosure Change in the number of shares held The Obligor for Disclosure is the largest shareholder of the Listed Issuer The way of change in shareholding (multiple choices allowed) Increase Decrease Presence of parties Unchanged, but the shareholders acting in concert are changed Yes No The Obligor for Yes No Disclosure is the Yes No de facto controller of the Listed Issuer Through centralized tradings on stock exchanges Transfer under agreement Administrative allocation or alternationof state-owned shares Indirect transfer Acquisition of new shares issuedby the Listed Issuer Enforcement of court ruling Inheritance Gift Others (please specify)

18 Number of shares held by the Obligor for Disclosure and the shareholding as a percentage of the issued shares in the Listed Issuer prior to the disclosure Number of shares held by the Obligor for Disclosure and the percentage of shareholding subsequent to the change in shareholding Whether there are continuing connected transactions between the Obligor for Disclosure and Listed Issuer Number of shares carrying voting rights: 894,767,841 shares Shareholding percentage: % Number of shares held: 1,109,767,841 shares Shareholding percentage: % Number of shares carrying voting rights: 1,235,299,658 shares Shareholding percentage: % Number of shares held: 1,235,299,658 shares Shareholding percentage: % Yes No

19 Whether there are industry competitions between the Obligor for Disclosure and Listed Issuer Intention of the Obligor for Disclosure to further increase its shareholding in the next 12 months Tradings by the Obligor for Disclosure in the shares of the Listed Issuer during the preceding six months Whether there are circumstances as stipulated in the Article 6 of Acquisition Measures Yes Yes Yes Yes No No No No

20 Whether the relevant documents as required in the Article 50 of Acquisition Measures have been provided Yes Note: N/A No whether the sources of funds are fully disclosed Yes No Whether the subsequent plans are disclosed Yes No Whether a financial adviser is engaged Yes No Whether there is any approval required in respect of the change in shareholding Yes No whether the Obligor for Disclosure will abstain from exercising the relevant voting rights Yes No Instructions for the completion of this form:

21 1. For the applicable items in the form above, choose Yes or No. Where the answer is No, explanation must be given in the spaces provided; 2. For the inapplicable items in the form, choose None ; 3. Explanations, where necessary, can be given and written in the spaces provided; 4. The Obligor for Disclosure includes the investor and parties acting in concert with him/her. Where there are a number of Obligors for Disclosure, one of them may be nominated as the representative to jointly prepare and submit this Report. (This page contains no formal text, and only serves as a page for signature and stamping a seal on this Detailed Report on Change of Shareholding in Gemdale Corporation.) Name of the Obligor for Disclosure: Sino Life Insurance Co., Ltd. Legal Representative (Authorized Representative): Date of Signature: 30 June 2014