Stock Code: 600383 Stock Abbreviation: GEMDALE CORPORATION AnnouncementNo.: 2016-018

ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE THIRTY-EIGHTH MEETING OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company and all its 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.

Gemdale Corporation (hereinafter referred to as the "Company") issued the notice convening the thirty-eighth meeting of the Seventh Session of the Board of Directors on 24 April 2016. The meeting was held by way of communication on 27April 2016.The convener of the meeting is Mr. Ling Ke, the Chairman of the Board of Directors of the Company. All of the fourteen directors of the Company attended the meeting. The convening of the meeting complied with the relevant provisions of the PRC Company Law and the Articles of Association of the Company.

1.The “Resolution on 2016 First Quarterly Report” was passed by the Board of Directors with 14 affirmative votes, 0 objected votes and 0 abstained votes.

2. The “Resolutionon Issuing of Debt Financing Instruments by the Company” was passed by the Board of Directors with 14 affirmative votes, 0 objected votes and 0 abstained votes.

In order to raise funds and optimize debt structure, the Board of Directors proposed that the management of the Company shall be authorized at a general meeting to issue debt financing instruments according to the capital requirement of the Company and market conditions. The relevant details are as follows:

1. Issuing size

Principal of the debt financing instruments to be issued not to exceed RMB2.8 billion.

2. Manner of issuing and types of debt financing instruments to be issued

Debt financing instruments may be issuedfor one or more times and comprise certain types: including but not limited to medium-term notes, short-term commercial papers, super short-term commercial papers and asset-backed notes in domestic market.

3. Duration and coupon rate of the issuance

The maximum duration of the debt financing instruments shall not be more than 10 years, and coupon rate of the issuance will be determined according to market conditions at the time of issuing.

4. Use of proceeds

Proceeds from the issuance of debt financing instruments will be used to optimize debt structure, invest in projects, make up working capital, etc.

5. Validity period of the resolution

Validity period of the resolution regarding this issuance of debt financing instruments shall be 24 months.

6. Authorization

The Board of Directors proposed that the management of the Company shall be authorized at a general meeting to handle all the issues related to the abovementioned matters at their sole discretion, including:

1) to determine the specific type of the debt financing instruments to be issued by the Company within the limit of issuance, including but not limited to medium-term notes, short-term commercial papers, super short-term commercial papers and asset-backed notes in the domestic market;

2) to determine the specific use of proceeds based on the specif needsof the Company within the abovementioned limit;

3) to determine, based on the Company's capital requirement and market conditions at the time of issuing, the specific terms, conditions and all relevant matters in connection with each debt financing instruments issuance, including but not limited to the principal, coupon rate, duration, time of issue, targets, issue method, use of proceeds and issuing and placing arrangement;

4) in accordance with the actual needs of the issuance of debt financing instruments, to engage agencies, including but not limited to lead underwriter, rating agency and law firm; to negotiate, sign and amend related contracts and agreements; to sign all necessary legal documents relating to each debt financing instruments issuance; and to follow all necessary procedures, such as application, registration and filing in respect of each debt financing instruments issuance with the relevant regulatory authorities on behalf of the Company;

5) to deal with other matters in relation to the issuance of debt financing instruments which are not mentioned above.

6) to complete theissuance in due course during the validity period upon obtainment of approval,permission or registration from the regulatory authorityin respect of such issuance.

This resolution shall be submitted to the general meeting for consideration.

By order of the Board of Directors of

Gemdale Corporation

28 April 2016