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 CHANGE OF AUTHORISED REPRESENTATIVE
The Board announces that, with effect from 20 November 2012:
1. Mr. Leung Ka Hing, Harry has resigned as executive Director and ceased to act as an authorised representative of the Company;
2. Mr. Cheong Fook Seng, Anthony, Mr. Hui Choon Kit, Mr. Lim Ee Seng, Mr. Tang Kok Kai, Christopher and Ms. Chong Siak Ching (whose alternate is Mr. Chia Nam Toon) have resigned as non-executive Directors;
3. Mr. Ling Ke and Mr. Huang Juncan have been appointed as executive Directors; and
4. Mr. Zhang Xiaofeng has been appointed as an authorised representative of the Company.
Reference is made to the announcement of Frasers Property (China) Limited (the "Company") dated 30 October 2012 (the "30 October 2012 Announcement") regarding, amongst other things, the resignation of certain directors of the Company. Unless otherwise defined or otherwise required by context, capitalised terms used in this announcement shall have the same meanings as those defined in the 30 October 2012 Announcement.
The Offeror has informed the Board that the Offers closed on Monday, 19 November 2012 and the Offeror did not revise or extend the Offers. Accordingly, the Board announces that Mr. Leung Ka Hing, Harry ("Mr. Leung") has resigned as executive Director and ceased to act as an authorised representative of the Company with effect from 20 November 2012 while Mr. Cheong Fook Seng, Anthony, Mr. Hui Choon Kit, Mr. Lim Ee Seng and Mr. Tang Kok Kai, Christopher have resigned as non-executive Directors with effect from 20 November 2012. As a consequence, Mr. Lim Ee Seng ceased to be the Chairman of the Executive Committee of the Board as well as a member of the Nomination and Remuneration Committee of the Board; Mr. Cheong Fook Seng, Anthony, Mr. Leung and Mr. Tang Kok Kai, Christopher ceased to be members of the Executive Committee of the Board; and Mr. Hui Choon Kit ceased to be a member of the Audit Committee of the Board, in each case with effect from 20 November 2012.
* For identification purpose only
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The Board further announces that Ms. Chong Siak Ching (whose alternate is Mr. Chia Nam Toon) has resigned as non-executive Director with effect from 20 November 2012 following RGL's acceptance of the Share Offer. As a consequence, Ms. Chong Siak Ching ceased to be a member of the Executive Committee of the Board; and Mr. Chia Nam Toon ceased to be the alternate director to Ms. Chong Siak Ching, in each case with effect from 20 November 2012.
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 Shareholders or the Stock Exchange.
The Board is pleased to announce that each of Mr. Ling Ke and Mr. Huang Juncan has been appointed as a new executive Director with effect from 20 November 2012.
DETAILS OF NEW EXECUTIVE DIRECTORS
Details of the new executive Directors as required to be disclosed by Rule 13.51(2) of the Listing
Rules are as follows:
Mr. Ling Ke, aged 53, is currently the Chairman of Gemdale Corporation. Mr. Ling has been working for Gemdale Corporation since 1992 and is overall responsible for the Gemdale Corporation, particularly in charge of strategic planning. Mr. Ling has more than 20 years experience in strategic planning, property development and corporate management.
Mr. Ling holds a Master degree of Engineering Management from Zhejiang University, the PRC. He is granted the professional title of Senior Economist.
Mr. Huang Juncan, aged 41, is the President and Executive Director of Gemdale Corporation. Mr. Huang joined Gemdale Corporation in 1992 and is currently in charge of whole operation of Gemdale Corporation. Mr. Huang has 20 years experience in property investment, design, construction, marketing and corporate management.
Mr. Huang has a bachelor degree of Civil Engineering in Tongji University, the PRC. He also holds a Master of Business Administration Degree in the University of Wales Newport, the PRC.
A letter of appointment has been entered into between the Company and each of Mr. Ling and
Mr. Huang in respect of their appointment as an executive Director commencing on 20 November
2012 with no specific term and their appointment will continue until determined by either party giving not less than three months' notice in writing to the other party at any time. Each of Mr. Ling and Mr. Huang will be entitled to an annual emolument of HK$600,000 with annual discretionary bonus and share options that may be granted under the Share Option Scheme in respect of his appointment as an executive Director, respectively, which are determined by the Board with reference to his duties and responsibilities with the Company as well as the Company's remuneration policy. The appointment of Mr. Ling and Mr. Huang 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.
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Each of Mr. Ling and Mr. Huang does not have any interest or short position (both within the meaning of Part XV of the SFO) in the Shares, underlying shares or debentures of the Company as at the date of this announcement. The interests of Mr. Ling and Mr. Huang in the issued share capital of Gemdale Corporation, an associated corporation (within the meaning of Part XV of the SFO) of the Company, as at the date of this announcement are set out below:
Percentage | |||||
Nature of | No. of ordinary | No. of share | in Gemdale | ||
Name | interest | shares held | options held | Total | Corporation |
Mr. Ling | Beneficial | 130,000 | 8,946,000 | 9,076,000 | 0.20% |
owner
Mr. Huang Beneficial owner
100,000 4,914,000 5,014,000 0.11%
Save as disclosed above, each of Mr. Ling and Mr. Huang 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 Listing Rules and there is no other matter that need to be brought to the attention of the Shareholders.
The Board is also pleased to announce that Mr. Zhang Xiaofeng, the Chief Executive Officer of the Company, has been appointed as an authorised representative of the Company under the Listing Rules with effect from 20 November 2012 in place of Mr. Leung.
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. Ling and Mr. Huang on their appointments.
By order of the Board
Chairman
Hong Kong, 20 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 four independent non- executive Directors, namely Mr. Kwee Chong Kok, Michael, Mr. Chong Kok Kong, Mr. Hui Chiu Chung, J.P. and Ms. Wong Siu Ming, Helen.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in the announcement misleading.
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