金地 ( 集团 ) 股份有限公司 科学筑家

Transcription

1 Stock code: Stock Abbreviation: GEMDALE CORPORATION Announcement No.: 金地 ( 集团 ) 股份有限公司 科学筑家 NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2014 The Board of Directors of the Company and all 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. I. Time of the Meeting: 4 November 2014 at 9:30a.m II. Venue of the Meeting: the Headquarter of Gemdale Corporation, Gemdale Commercial Building, Fuqiang Road, Futian District, Shenzhen III. Convenor of the Meeting: Board of Directors of Gemdale Corporation IV. Voting methods at the Meeting: combination of physical voting and online voting V. Matters related to margin trading and short selling as well as refinancing Since the Company s shares are subject to margin trading and short selling as well as refinancing, relevant investors should act in accordance with the Notice on Matters Related to Online Voting at General Meetings of Listed Companies Subject to Pilot Margin Trading and Short Selling issued by the Shanghai Stock Exchange, the Implementation Rules for Online Voting at General Meetings of Companies Listed on the Shanghai Stock Exchange (second revision in 2012) and the relevant provisions governing refinancing. Voting will take place on 4 November 2014 at 9:30-15:00 via VI. Eligibility of attendance: 1. Directors, supervisors and senior management of the Company; 2. All shareholders of the Company registered with China Securities Depository and Clearing Corporation Limited Shanghai Branch at the close of trading on Shanghai Stock Exchange on 28 October 2014 are entitled to attend the AGM. For shareholders failing to attend in person, they are entitled to appoint a proxy to attend and vote at the AGM. A proxy need not be a shareholder of the Company (a sample of power of attorney is attached below); 3. Counsel(s) engaged by the Company. VII. Agenda: 1. Resolution on issuing of debt financing instruments by the Company The resolution has been considered and approved at the 11th meeting of the seventh session of the Board of Directors, and the 11th meeting of the seventh session of the Board of Supervisors.

2 Please see the announcements published in respect of these resolutions for details. VIII. Procedures for registration to attend the physical meeting 1. Place of registration: Capital Operation Department, Gemdale Commercial Building, Fuqiang Road, Futian District, Shenzhen. Postcode: Time for registration: from 29 October 2014 to 3 November 2014 at 9:00a.m. to 5:00p.m. everyday 3. Methods for registration: Shareholders and their proxies can deliver their registrations by hand, by post or fax. For registration purpose, eligible corporate shareholders shall produce their personal identification documents, copies of ID cards of their legal representatives, and evidence of shareholding. Where a proxy is appointed, a power of attorney of the legal representatives and copies of ID cards of such proxy so appointed shall be produced as well; For registration purpose, eligible individual shareholders shall produce copies of their own ID cards and evidence of shareholding. Where a proxy is appointed, copies of ID cards of such proxy so appointed and a power of attorney shall be produced as well. 4. Note: Shareholders and proxies entitled to attend the AGM are required to bring original certification documents with them. IX. Address: Gemdale Commercial Building, Fuqiang Road, Futian District, Shenzhen. Postcode: X. Contact persons: Zhang Xiaoyu and Tang Yan Tel: Fax: XI. Other matters: Shareholders attending the AGM are responsible for their own transportation and accommodation expenses. 18 October 2014 By order of the Board of Directors of Gemdale Corporation

3 Annex I: Sample of Power of Attorney Gemdale Corporation (the Company ): We/I hereby appoint Mr. (Ms.) as our/my proxy to attend and vote on behalf of us/me at the 2013 AGM of the Company. Name of Appointor: Name of Proxy: ID Card No. of Appointor: ID Card No. of Proxy: Number of Shares held by Appointor: Shareholder Account Number of Appointor: Date of appointment: Period of Validity of the power of attorney: My instructions as to how to vote on the matters to be considered:

4 Annex II: Procedures for Online Voting by the Shareholders of Gemdale Corporation at the 2013 AGM (the AGM ) I. Voting Procedures 1. Voting code Voting code on The Shanghai Stock Exchange Voting method Voting abbreviation on The Shanghai Stock Exchange 金地投票 (Jin Di Tou Piao) Number of Shareholders to Resolutions to be vote voted 1 Holders of A Shares Iplease vote in the following manner: No. of Resolutions resolutions 1 Resolution on issuing of debt financing instruments by the Company Declared price RMB To fill in the intention of the vote for the number of shares to be voted Categories of vote For Against Abstained Number of shares declared 1 share 2 shares 3 shares 4. Buy or Sell: Buy II. Examples for Voting 1. If an investor holding A shares would like to vote separately for the resolutions to be proposed at the AGM and intends to vote for the No. 1 Resolution proposed or Resolution on issuing of debt financing instruments by the Company, during the online voting, he/she shall vote in the following manner Voting code Buy or Sell Trading price Number of shares to be traded Buy RMB share

5 2. If an investor holding A shares would like to vote separately for the resolutions to be proposed at the AGM and intends to vote against the No. 1 Resolution proposed or Resolution on issuing of debt financing instruments by the Company, during the online voting, he/she shall vote in the following manner: Voting code Buy or Sell Declared price Number of shares to be declared Buy RMB shares 3. If an investor holding A shares would like to vote separately for the resolutions to be proposed at the AGM and intends to abstain from voting on the No. 1 Resolution proposed or Resolution on issuing of debt financing instruments by the Company, during the online voting, he shall vote in the following manner: Voting code Buy or Sell Declared price Number of shares to be declared Buy RMB shares III. Remarks for Voting 1. Multiple votes are forbidden for a single resolution. If more than one vote (including vote in person, by proxy or online voting) is cast, the vote given at first shall be accepted. 2. The shareholder(s) who voted online on any one of more resolutions proposed at the AGM shall be deemed as having attending the AGM and the number of votes held by him/she would be counted into the total number of valid votes held by the shareholders present at the AGM. The Shareholders who have failed to vote on any resolution or who have voted in violation of The Implementation Rules for Online Voting at the AGM of Listed Companies on the Shanghai Stock Exchange ( 上海证 券交易所上市公司股东大会网络投票实施细则 ) shall be deemed as having waived his/her voting rights.