GEMDALE PROPERTIES AND INVESTMENT CORPORATION LIMITED 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(Incorporated in Bermuda with limited liability)
(Stock Code: 535) CHANGE OF DIRECTORS AND APPOINTMENT OF CHAIRMAN AND AUTHORIZED REPRESENTATIVE AND NEW COMPOSITION OF BOARD COMMITTEE
The Board announces that, with effect from 30 November 2012:
1. Mr. Kwee Chong Kok, Michael, Mr. Chong Kok Kong and Ms. Wong Siu Ming, Helen have resigned as independent non-executive directors;
2. Mr. Chiang Sheung Yee, Anthony and Mr. H u Chunyuan have been appointed as independent non-executive directors;
3. Mr. Huang Juncan has been appointed as the chairman of the Board;
4. Mr. Xu Jiajun has been appointed as the authorized representative of the Company; and
5. new composition of the Board committees has been formed.
The board of directors (the "Board") of Frasers Property (China) Limited (the "Company") announces that Mr. Kwee Chong Kok, Michael, Mr. Chong Kok Kong and Ms. Wong Siu Ming, Helen have resigned as independent non-executive directors of the Company with effect from
30 November 2012 since Mr. Kwee wants to devote more time to his other endeavours; Mr. Chong wants to devote more time to his other matters while Ms. Wong wants to pursue other opportunities. As a consequence, Mr. Kwee Chong Kok, Michael ceased to be the chairman of the Board and a member of the Audit Committee of the Board; Mr. Chong Kok Kong ceased to be a member of the Audit Committee and the Nomination and Remuneration Committee of the Board; and Ms. Wong Siu Ming, Helen ceased to be the chairman of the Audit Committee of the Board, in each case with effect from 30 November 2012.
* For identification purpose only
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Each of the resigning directors has confirmed that he or she has no disagreement with the Board and there is no matter relating to his or her resignation that needs to be brought to the attention of the shareholders of the Company (the "Shareholders") or The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
The Board is pleased to announce that each of Mr. Chiang Sheung Yee, Anthony and Mr. Hu Chunyuan has been appointed as an independent non-executive director of the Company with effect from 30 November 2012.
DETAILS OF THE NEWLY APPOINTED DIRECTORS Mr. Chiang Sheung Yee, Anthony
Mr. Chiang, aged 54, is a practising solicitor in Hong Kong. He obtained a Bachelor of Laws degree at the University of Hong Kong in 1980 and was admitted as a solicitor of Hong Kong in
1983. He was appointed by the Ministry of Justice in the People's Republic of China as an attesting officer in 1995. He is an independent non-executive director of Pizu Group Holdings Limited, a Company listed on the GEM Board of The Stock Exchange of Hong Kong Limited, and a trustee of Chong Hing Bank Limited - Staff Welfare and Retirement Benefits Scheme. Mr. Chiang has substantial experience in foreign investment and property transactions in the People's Republic of China.
Mr. Hu, aged 43, is currently the vice-president and executive partner of BDO China Shu Lun Pan Certified Public Accountants LLP and a fellow certified public accountant (as approved by the Chinese Institute of Certified Public Accountants). He concurrently serves as an executive of the Chinese Institute of Certified Public Accountants and an executive of its Technical Advisory Committee, an executive of Shenzhen Nonpartisan Intellectuals Association, a member of the Shenzhen Institute of Certified Public Accountants and the chief member of its Continuing Education Committee, a visiting Professor at Sun Yat-sen University, and a consultant to the Internal Control Standard Committee of the Ministry of Finance. He obtained his Bachelor's degree in economics (accounting) from Xi'an Jiaotong University in 1991, his Master's degree in economics (accounting) from Xiamen University in 1994, and his Doctor's degree in economics (accounting) from Shanghai University of Finance and Economics in 1997 where he was a student of Professor Xu Zhengdan, a famous accounting expert. Since 1991, he has been successively engaged in auditing and management consultancy in the Accounting Firm of Xiamen University, the Xiamen Certified Public Accountants, Shengzhen Dahua Tiancheng Certified Public Accountant, BDO CHINA LI XIN DA HUA Certified Public Accountants CO., LTD. and BDO China Shu Lun Pan Certified Public Accountants LLP. In 1993, he passed the national CPA qualification exam. He was approved as a Chinese certified public accountant in 1996, and a certified public accountant qualified for engaging in securities and futures activities in 1999. He once served as a member of the Listing Committee of Shenzhen Stock Exchange, and an independent director of 9'illl!iilil i5Hfil0iil (Citic Real Estate Company Limited) and i"=lfill!iilili5Hfil0iil (Changcheng Real Estate Company Limited).
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He has published over 80 academic articles in various magazines including "Managerial Auditing Journal", "Accounting Research", "Auditing Research" and the "Chinese Institute of Certified Public Accountant", and a number of works such as "Auditing Risk Research", "Risk Fundamentals Auditing", "Risk Guidance Auditing", "Compilation and Auditing of Simulated Financial Information" and "Non-standard Unqualified Audit Report". His works of "Auditing Testing" and "Modern Auditing Methodologies: Risk Fundamentals Auditing" are the continuing training textbooks for Chinese public certified accountants. As a representative from the public certified accountants industry, he participated in the preparation of a number of relevant rules and regulations, accounting standards and auditing standards. He has extensive experiences in group reorganization, IPO, assets restructuring and debts restructuring of companies, the auditing of listed companies and securities companies, and the design of corporate governance structure and management structure.
A letter of appointment has been entered into between the Company and each of the newly appointed directors in respect of their appointment as an independent non-executive director commencing on 30 November 2012 with a specific term of three years and their appointment can be terminated by either party giving not less than three months' notice in writing to the other party at any time. Each of Mr. Chiang and Mr. Hu will be entitled to an annual emolument of HK$283,000 and HK$353,000, respectively, and share options that may be granted under the share option scheme of the Company adopted on 20 May 2003 in respect of his appointment as an independent non-executive director and relevant positions in the Board committees, respectively, which are determined by the Board with reference to his duties and responsibilities with the Company as well as the Company' remuneration policy. The appointment of Mr. Chiang and Mr. Hu are subject to retirement and re-election at the next general meeting of the Company after their appointment and thereafter subject to retirement by rotation and re-election in accordance with the bye-laws of the Company.
Each of Mr. Chiang and Mr. Hu does not have any interest or short position (both within the meaning of Part XV of the Securities and Future Ordinance) in the shares of the Company, underlying shares or debentures of the Company as at the date of this announcement.
Save as disclosed above, each of Mr. Chiang and Mr. Hu does not (1) have any relations with any directors, senior management or substantial or controlling shareholders of the Company, (2) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporation, (3) hold any directorships in listed public companies in the last three years, or (4) have any other information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange and there is no other matter that need to be brought to the attention of the Shareholders.
The Board is pleased to announce that, with effect from 30 November 2012, Mr. Huang Juncan has been appointed as the chairman of the Board and Mr. Xu Jiajun has been appointed as an authorized representative of the Company under the Listing Rules.
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The Board further announces that, with effect from 30 November 2012, the Nomination and Remuneration Committee of the Board has been split into the Nomination Committee and the Remuneration Committee, and is pleased to announce that the new composition of each of the Board committees as follows:
Chairman: Mr. Hu Chunyuan
Members: Mr. Hui Chiu Chung, J.P. and Mr. Chiang Sheung Yee, Anthony
Chairman: Mr. Huang Juncan
Members: Mr. Hui Chiu Chung, J.P. and Mr. Chiang Sheung Yee, Anthony
Chairman: Mr. Hui Chiu Chung, J.P.
Members: Mr. Hu Chunyuan and Mr. Xu Jiajun
The Board would like to take this opportunity to thank the resigning directors for their valuable contribution to the Company during their tenure and extend its welcome to Mr. Chiang Sheung Yee, Anthony and Mr. Hu Chunyuan on their appointments.
By Order of the Board
Chairman and Executive Director
Hong Kong, 30 November 2012
As at the date of this announcement, the Board comprises four executive directors, namely Mr. Ling Ke, Mr. Huang Juncan, Mr. Wei Chuanjun and Mr. Xu Jiajun; and three independent non-executive directors, namely Mr. Hui Chiu Chung, J.P., Mr. Chiang Sheung Yee, Anthony and Mr. Hu Chunyuan.
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