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: 25 April 2014

2 Statement of the Obligor for Disclosure This Report was disclosure on 23 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 8.02 Shenzhen Stock Exchange Agricultural Products 22.06

4 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 885,748,901 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 As at the date of this Report, 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 Gemdale Corporation. 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. 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.

5 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 The change in shareholding was effected by purchase on the secondary market. 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.

6 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 October 2013 to the date of this Report: Transaction volume Transaction volume Share purchase (shares) (RMB) Highest price 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, Total 768,164,468 5,755,347,

7 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): 25 April 2014

8 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. 25 April 2014

9 (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): 25 April 2014

10 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 The Obligor for Disclosure is the 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)

11 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: 670,748,901 shares Shareholding percentage: % Number of shares held: 885,748,901 shares Shareholding percentage: % Number of shares carrying voting rights: 894,767,841 shares Shareholding percentage: % Number of shares held: 1,109,767,841 shares Shareholding percentage: %

12 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

13 Whether the relevant documents as required in the Article 50 of Acquisition Measures have been provided Note; N/A whether the sources of funds are fully disclosed Whether the subsequent plans are disclosed Whether a financial adviser is engaged Whether there is any approval required in respect of the change in shareholding whether the Obligor for Disclosure will abstain from exercising the relevant voting rights Instructions for the completion of this form:

14 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: 25 April 2014