(上海浦华房地产开发有限公司).pdf

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1、Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this announcement,make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance

2、upon the whole or any part of the contents of this announcement.SHANGHAI FORTE LAND CO.,LTD.*(a sino-foreign joint stock company incorporated in the Peoples Republic of China with limited liability)(Stock Code:02337)ANNOUNCEMENTAMENDMENTS TO THE ARTICLES OF ASSOCIATIONANDAPPOINTMENT OF EXECUTIVE DIR

3、ECTORAMENDMENTS TO THE ARTICLES OF ASSOCIATIONThe Board proposes to make certain amendments to the Articles of Association toreflect:(i)the proposed transfer by Fosun Pharmaceutical Development to Fosun Groupof 25,300,000 Domestic Shares,representing approximately 1%of the issuedshare capital of the

4、 Company;and(ii)the appointment of an additional Director to the Board.APPOINTMENT OF EXECUTIVE DIRECTORThe Board proposes to appoint Mr.Zhang Hua(張華)as an executive Director witheffect from the date of approval of the proposed amendment to the Articles ofAssociation in respect of the total number o

5、f members of the Board by the Ministryof Commerce of the PRC or its authorized branches.GENERALThe proposed amendments to the Articles of Association are subject to the approvalof the Shareholders by way of a special resolution at the Extraordinary GeneralMeeting and the proposed appointment of Mr.Z

6、hang Hua(張華)as an executiveDirector is subject to the approval of the Shareholders by way of an ordinaryresolution at the Extraordinary General Meeting.A circular containing details of the proposed amendments to the Articles ofAssociation and the proposed appointment of Mr.Zhang Hua(張華)as anexecutiv

7、e Director,together with the Notice of the Extraordinary General Meetingand the form of proxy,will be dispatched to the Shareholders as soon aspracticable.1 AMENDMENTS TO THE ARTICLES OF ASSOCIATIONThe Board proposes to make certain amendments to the Articles of Association toreflect:(i)the proposed

8、 transfer by Fosun Pharmaceutical Development to Fosun Group of25,300,000 Domestic Shares,representing approximately 1%of the issued sharecapital of the Company;and(ii)the appointment of an additional Director to the Board.The proposed amendments to the Articles of Association are set out below:1.Ar

9、ticle 21 of the Articles of Association will be amended by inserting thefollowing paragraphs at the end of Article 21:After the approval by the Ministry of Commerce of the PRC or its authorizedbranches,Shanghai Fosun Pharmaceutical Development Company Limited willtransfer 25,300,000 Domestic Shares

10、with a par value of RMB0.20 each toShanghai Fosun High Technology(Group)Co.,Ltd.Upon the completion of the above transfer,the shareholding structure is asfollows:Name of ShareholdersNumber ofShares(Shares)Percentage ofthe IssuedShare Capital(%)Total Number of Domestic ShareIncluding:1,473,768,06558.

11、27Shanghai Fosun High Technology(Group)Co.,Ltd.1,217,046,15048.12Shanghai Fosun PharmaceuticalDevelopment Company Limited241,917,6159.56Dahua(Group)Company Limited7,402,1500.29Dazhong Transportation(Group)Company Limited7,402,1500.29Total Number of H Shares1,055,538,12241.73Total:2,529,306,187100.00

12、2.The number of members of the Board will be increased from nine(9)to ten(10)under Article 94 of the Articles of Association.2 APPOINTMENT OF EXECUTIVE DIRECTORThe Board proposes to appoint Mr.Zhang Hua(張華)as an executive Director witheffect from the date of approval of the proposed amendment to the

13、 Articles ofAssociation in respect of the total number of members of the Board by the Ministryof Commerce of the PRC or its authorized branches.Biographical DetailsMr.Zhang Hua(張華),aged 44,is the President of the Company since May 2009and is responsible for the daily business management and operatio

14、n of the Group.Mr.Zhang joined the Group in March 1999.During the years with the Group,he heldvarious positions,which included,the deputy general manager of Shanghai PuhuaReal Estate Development Co.,Ltd.(上海浦華房地產開發有限公司),the generalmanagerofShanghaiForteZhibaoRealEstateDevelopmentCo.,Ltd.(上海復地智寶房地產開發有

15、限公司)and the general manager of Northern ShanghaiRegion of the Company.Prior to joining the Group,he worked with Shanghai Shanglian Real Estate Co.,Ltd.(上海商聯房地產有限公司)from October 1992 to March 1999.From July 1986 toOctober 1992,he worked with Production and Construction Department of ShanghaiNo.2 Comm

16、ercial Bureau(上海市第二商業局生產基建處).Mr.Zhang received a bachelor degree in management from Tonggi University in2003.He is a certified Real Estate Appraiser in the PRC.Mr.Zhang has not held any directorship in any listed companies in the past 3 years.Mr.Zhang has no relationship with any directors,senior ma

17、nagement or substantialor controlling shareholder(s)of the Company.As at the date of this announcement,Mr.Zhang did not have any interest in the sharesof the Company within the meaning of Part XV of the Securities and FuturesOrdinance(Chapter 571 of the Laws of Hong Kong).A director service contract

18、 will be entered into between the Company and Mr.Zhangfor a term commencing from the effective date of his appointment and ending on thedate of expiration of the term of the current session of the Board,namely,June 2011,subject to retirement by rotation and re-election at a general meeting of the Co

19、mpanyin accordance with the Articles of Association.The remuneration package of Mr.Zhang as an executive Director will be determinedby the shareholders at a general meeting pursuant to the Articles of Association andwith reference to the recommendation provided by the remuneration committee of theBo

20、ard in accordance with its terms of reference,by taking into account,among othermatters,his duties and responsibilities in the Company.3 Save as disclosed above,the Board is not aware of any other matters in relation toMr.Zhangs appointment as an executive Director that need to be brought to theatte

21、ntion of the Shareholders nor any information that is required to be disclosedpursuant to Rules 13.51(2)(h)to 13.51(2)(v)of the Listing Rules.GENERALThe proposed amendments to the Articles of Association are subject to the approvalof the Shareholders by way of a special resolution at the Extraordina

22、ry GeneralMeeting and the proposed appointment of Mr.Zhang Hua(張華)as an executiveDirector is subject to the approval of the Shareholders by way of an ordinaryresolution at the Extraordinary General Meeting.A circular containing details of the proposed amendments to the Articles ofAssociation and the

23、 proposed appointment of Mr.Zhang Hua(張華)as an executiveDirector,together with the Notice of the Extraordinary General Meeting and the formof proxy,will be dispatched to the Shareholders as soon as practicable.DEFINITIONSInthisannouncement,unlessthecontextotherwiserequires,thefollowingexpressions ha

24、ve the following meanings:“Articles ofAssociation”the articles of association of the Company“Board”the board of Directors“Company”ShanghaiForteLandCo.,Ltd.(復地（集團）股份有限公司),asino-foreignjointstockcompany incorporated in the PRC with limited liabilityand whose H shares are listed and traded on the mainb

25、oard of the Stock Exchange“Domestic Shares”ordinary shares in the share capital of the Company,with a par value of RMB0.20 each,which are subscribedfor and credited as fully paid up in Renminbi by PRCnationals and/or PRC incorporated entities“Director(s)”the Director(s)of the Company“Extraordinary G

26、eneralMeeting”an extraordinary general meeting of the Company to beconvened for the purposes of approving,among othermatters,the proposed amendments to the Articles ofAssociation and the proposed appointment of Mr.ZhangHua(張華)as an executive Director“Fosun Group”Shanghai Fosun High Technology(Group)

27、Co.,Ltd.(上海復星高科技（集團）有限公司),a limited liabilitycompany incorporated under the laws of the PRC 4“Fosun PharmaceuticalDevelopment”Shanghai Fosun Pharmaceutical Development CompanyLimited(上海復星醫藥產業發展有限公司),a limitedliability company incorporated under the laws of thePRC“Group”the Company and its subsidiari

28、es“HK$”Hong Kong dollars,the lawful currency of Hong Kong“H Shares”overseas listed foreign shares in the share capital of theCompany,with a par value of RMB0.20 each,which aresubscribed for and traded in Hong Kong dollars,forwhich permission to deal in and the grant of listing onthe Stock Exchange h

29、as been obtained“Hong Kong”the Hong Kong Special Administrative Region of thePRC“Listing Rules”the Rules Governing the Listing of Securities on theStock Exchange“PRC”the Peoples Republic of China“RMB”Renminbi,the lawful currency of the PRC“Share(s)”the Domestic Share(s)and the H Share(s)“Shareholder

30、(s)”holder(s)of Share(s)“Stock Exchange”The Stock Exchange of Hong Kong LimitedBy Order of the BoardSHANGHAI FORTE LAND CO.,LTD.*FAN WEIChairman30 June 2009,Shanghai,the PRCAs at the date of this announcement,the executive Directors of Forte are Mr.Fan Wei and Mr.WangZhe;the non-executive Directors are Mr.Guo Guangchang,Mr.Feng Xiekun and Mr.Chen Qiyu;andthe independent non-executive Directors are Mr.Charles Nicholas Brooke,Mr.Chen Yingjie,Mr.Zhang Hongming and Ms.Wang Meijuan.*For identification purpose only 5