Stock code: 000024, 200024 Stock short name: ZSDC, ZSJBAnnouncement No.: [CMPD] 2015-080 China Merchants Property Development Co., Ltd.Notice on Convening 3rd Extraordinary General Meeting in 2015The Company and all members of the Board of Directors hereby guarantee that this Announcement is true, correct and complete without any false records, misleading statements or material omissions.The Board of Directors of company decides to convene the 3rd Extraordinary General Meeting in 2015. The site voting and online voting will be adopted at the General Meeting, it is hereby to notify the following matters:I. Basic Information Relating to the Meeting Convened1. Time of general meeting: The 3rd Extraordinary General Meeting in 20152. Convener: The Board of Directors of company3. Legal and regulatory compliance: the Proposal on Convening the 3rd Extraordinary General Meeting in 2015 was reviewed and approved at the 17th meeting of the 7th Board of Directors of company, the convening and holding of the meeting comply with relevant laws, regulations, rules and the Articles of Association.4. Time of meeting:Time of site meeting: 2:30 p.m., October 9, 2015 (Friday)Time of online voting: October 8, 2015 - October 9, 2015, wherein the specific time of online voting through the trading system of Shenzhen Stock Exchange: 9:30 - 11:30 and 13:00 - 15:00, October 9, 2015; specific time of online voting through the internet voting system of Shenzhen Stock Exchange: any time between 15:00, October 8, 2015 to 15:00, October 9, 2015.5. The holding and voting of the meeting: This General Meeting is held on the site, and both the site voting and online voting shall be adopted.Company will provide the online voting platform for the shareholders through the trading system and internet voting system of Shenzhen Stock Exchange; all shareholders of company that are registered in the Shenzhen Branch of China Securities Depository and Clearing Company Limited and Singapore Exchange after the trading is closed in the afternoon of September 28, 2015 (the last trading day for both A-shares and B-shares is September 28, 2015) can exercise their voting rights through the above systems within the online voting time, or exercise their voting rights by attending the site meeting. Only site voting or online voting is available for one voting right. The repeated voting of the same voting right shall be subject to the first voting result.6. Attendees:(1) All shareholders of company are registered in the Shenzhen Branch of China Securities Depository and Clearing Company Limited and Singapore Exchange after the trading is closed in the afternoon of September 28, 2015 (the last trading day for both A-shares and B-shares is September 28, 2015). Where the shareholders cannot attend this meeting for some reasons, they can entrust the proxy, who is unnecessary to be the shareholder of company, to attend this meeting and vote.(2) Board of Directors, Supervisors and secretary of Board of Directors of company(3) The senior management of company will be present at the General Meeting.7. Place of site meeting: Meeting Room 404, Building 3, NH E-Cool, Shekou, ShenzhenII. Topics of MeetingSerial numberContent of proposal1Proposal on Compliance with Relevant Laws and Regulations by Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds and Affiliated Transaction2Proposal on Schemes of Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds and Affiliated Transaction2.1Ways of This Merger and Supporting Issuance2.2Classes and Face Value of Shares of Stock Conversion and Supporting Issuance2.3Objects of Stock Conversion and Supporting Issuance2.4Issue Price and Conversion Price of This Merger and Supporting Issuance2.5Conversion Ratio of This Merger2.6Stock Conversion of This Merger2.7Number of Shares Issued for This Merger and Supporting Issuance2.8Listing Places of Shares Issued for Stock Conversion and Supporting Issuance2.9Arrangement on Lock-up period of Shares Issued for Stock Conversion and Supporting Issuance2.10Purposes of Raised Fund from the Stock Conversion and Supporting Issuance2.11Arrangement on the Accumulated Profit of This Merger2.12The Cash Option of CMPD Dissent Shareholders2.13The Processing Method of Odd Lots in This Merger2.14Disposal of Restricted CMPD Shares2.15Debt Disposal of This Merger2.16Placement of Staff Involved in this Merger2.17Period of Validity of the Resolution on This Stock-for-stock Merger and Supporting Issuance2.18Delivery of this Merger2.19Coming into Force and Completion of This Merger3Proposal on Affiliated Transaction as to Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds4Proposal on Reviewing the Stock-for-stock Merger Agreement between CMSIZH and CMPD5Proposal on Reviewing the Stock Subscription Agreement between CMSIZH and Specific Object6Proposal on Reviewing the Report on Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-and-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds (Draft) and Abstract Thereof7Proposal on Compliance with Article IV of Provisions on Several Issues Concerning the Regulation of Major Reorganization by Listed Companiesby this Restructuring8Proposal on Completeness and Compliance of Legal Procedures for Restructuring as well as Effectiveness of Submitted Legal Documents9Proposal on Independence of Valuation Institutions, Rationality of Valuation Hypothesis and Premise, Relevance of Valuation Method and Valuation Purpose as well as Fairness of Valuation Price10Proposal on Reviewing the Employee Stock Ownership Plan of China Merchants Shekou Industrial Zone Holdings Co., Ltd. (Draft) and Abstract Thereof11Proposal on Profit Forecast Report, Profit Forecast Review Report and Compensation Agreement for Profit Forecast Related to This Restructuring12Proposal on Issuance of Related Commitment Letters By CMPD13Proposal on Authorizing Board of Directors to Handle Relevant Matters Concerning the Restructuring14Announcement on Terminating First Awarding Plan for Stock Option15Proposal on Reviewing Self-Examination Report of Property Business of China Merchants Property Development Co., Ltd.16Proposal on Terminating the Secondary Listing of CMPD B-shares and Delist from SGX17Proposal on Authorizing Board of Directors to Handle Relevant Matters Concerning the Termination of Secondary Listing of B-shares in Singapore and Delisting18Proposal on Employing Intermediary Concerning this Restructuring18.1Independent Financial Advisor18.2Special Audit Organization18.3Special Legal AdvisorNote:1. As the above proposals involve in affiliated transactions, the affiliated shareholders and their proxies shall withdraw from voting. The said affiliated shareholders include the CHINA MERCHANTS SHEKOU INDUSTRIAL ZONE HOLDINGS CO., LTD., SUMIVA INTERNATIONAL LIMITED, FULL SPACE INVESTMENT LIMITED, FOXTROT INTERNATIONAL LIMITED, ORIENTURE INVESTMENT LTD and the objects of this supporting and raising issuance. Wherein the 10th proposal, the person involved in the ESOP also shall withdraw from voting.2. The above proposals are special resolutions and fall into the classified statistic items, which shall be approved by the non-affiliated shareholders present of A-shares and non-affiliated shareholders present of B-shares representing more than two thirds of voting rights.3. The details of the above proposals have been disclosed through the “China Securities Journal”, “Securities Times”, “Shanghai Securities News”, “Hong Kong Commercial Daily”, “Securities Daily” the website http://www.cninfo.com.cn on September 18, 2015.III. Registration Method of Meeting1. Registration Procedure:(1) The legal representative of the legal person shareholder shall hold the account card of shareholders, copy of business certificate affixed with common seal of company, certificate of legal representative and its ID to handle the registration procedure; the entrusted proxy also shall hold the Power of Attorney and the ID of attendee.(2) Individual shareholder shall hold its ID, account card of shareholder and proof of shareholding to handle the registration procedure; the entrusted proxy also shall hold the ID of attendee and Power of Attorney.(3) Shareholders in other places can register by letter or fax.2. Registration time: 9:00 a.m. - 5:30 p.m., September 29 to October 8, 2015 (excluding the non-working time), 9:00 - 5:30 a.m., October 9.3. Registration place: Secretariat of Board of Directors, 4/F, Building 3, NH E-Cool, No. 6, Xinhua Road, Shekou, Nanshan District, Shenzhen, Guangdong Province4. Considerations: The shareholders and proxies of shareholders that attend the meeting shall bring the relevant original documents.IV. Specific Operation Procedures Concerning the Online Voting The online voting made by shareholders through the trading system is similar to the trading of shares while the online voting through the internet voting system is similar to the filling-in of options, please refer to the Attachment II for the detailed voting procedures.V. Voting Rules Shareholders of company shall seriously exercise their voting rights and only site voting or online voting is available for the same one share, the repeated voting is not allowed. Online voting is comprised of the voting through the securities trading system and the voting through the internet system, and only one voting method is available for the same one share. The repeating voting shall be handled in the following rules: 1. The first effective voting result of shall prevail in case the repeated voting of same one share is made through the site and internet; 2. The first online voting shall prevail in case the repeated voting of same one share is made many times.VI. Contact Information of Meeting Tel.: (0755)26819600; Fax: 26818666 Add.: Building 3, NH E-Cool, No. 6, Xinhua Road, Shekou, Nanshan District, Shenzhen (518067), Guangdong ProvinceContact person: Chen Jiang, Luo YuanVII. MiscellaneousThe meeting shall last half day, and the attendees shall be responsible for their own accommodation and transportation.It is hereby notified. China Merchants Property Development Co., Ltd. Board of DirectorsSeptember 18, 2015Attachment I: Power of AttorneyIt is hereby to entrust that Mr./Ms. will attend the 3rd Extraordinary General Meeting of China Merchants Property Development Co., Ltd. in 2015 and exercise the voting right by acting as the representative of me (company).Stock account No. of Trustor: Number of shares held: SharesID No. of Trustor (Business certificate No. of legal person shareholder): Trustee (signature): ID No. of Trustee The voting on the following proposal made by the Trustor is shown below (please underline “√” below the corresponding voting opinion):No. of proposalContent of proposalVoting opinionApprovalObjectionWaiverRemarks1Proposal on Compliance with Relevant Laws and Regulations by Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds and Affiliated Transaction2Proposal on Schemes of Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds and Affiliated Transaction2.1Ways of This Merger and Supporting Issuance2.2Classes and Face Value of Shares of Stock Conversion and Supporting Issuance2.3Objects of Stock Conversion and Supporting Issuance2.4Issue Price and Conversion Price of This Merger and Supporting Issuance2.5Conversion Ratio of This Merger2.6Stock Conversion of This Merger2.7Number of Shares Issued for This Merger and Supporting Issuance2.8Listing Places of Shares Issued for Stock Conversion and Supporting Issuance2.9Arrangement on Lock-up period of Shares Issued for Stock Conversion and Supporting Issuance2.10Purposes of Raised Fund from the Stock Conversion and Supporting Issuance2.11Arrangement on the Accumulated Profit of This Merger2.12The Cash Option of CMPD Dissent Shareholders2.13The Processing Method of Odd Lots in This Merger2.14Disposal of Restricted CMPD Shares2.15Debt Disposal of This Merger2.16Placement of Staff Involved in this Merger2.17Period of Validity of the Resolution on This Stock-for-stock Merger and Supporting Issuance2.18Delivery of this Merger2.19Coming into Force and Completion of This Merger3Proposal on Affiliated Transaction as to Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds4Proposal on Reviewing the Stock-for-stock Merger Agreement between CMSIZH and CMPD5Proposal on Reviewing the Signing of Stock Subscription Agreement between China Merchants Shekou Industrial Zone Holdings Co., Ltd. and Specific Objects6Proposal on Reviewing the Report on Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-and-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds (Draft) and Abstract Thereof7Proposal on Compliance with Article IV of Provisions on Several Issues Concerning the Regulation of Major Reorganization by Listed Companies by this Restructuring8Proposal on Completeness and Compliance of Legal Procedures for Restructuring as well as Effectiveness of Submitted Legal Documents9Proposal on Independence of Valuation Institutions, Rationality of Valuation Hypothesis and Premise, Relevance of Valuation Method and Valuation Purpose as well as Fairness of Valuation Price10Proposal on Reviewing the Employee Stock Ownership Plan of China Merchants Shekou Industrial Zone Holdings Co., Ltd. (Draft) and Abstract Thereof11Proposal on Profit Forecast Report, Profit Forecast Review Report and Compensation Agreement for Profit Forecast Related to This Restructuring12Proposal on Issuance of Related Commitment Letters By CMPD13Proposal on Authorizing Board of Directors to Handle Relevant Matters Concerning the Restructuring14Announcement on Terminating First Awarding Plan for Stock Option15Proposal on Reviewing Self-Examination Report of Property Business of China Merchants Property Development Co., Ltd.16Proposal on Terminating the Secondary Listing of CMPD B-shares and Delist from SGX17Proposal on Authorizing Board of Directors to Handle Relevant Matters Concerning the Termination of Secondary Listing of B-shares in Singapore and Delisting18Proposal on Employing Intermediary Concerning this Restructuring18.1Independent Financial Advisor18.2Special Audit Organization18.3Special Legal AdvisorWhere the Trustor fails to issue an instruction on the above proposal, can the Trustee vote at its discretion: FORMCHECKBOX Yes FORMCHECKBOX NoSignature of Trustee (Legal person shareholder affixing common seal):Entrusting date: , 2015 Attachment II:Shareholders of China Merchants Property Development Co., Ltd.Operation procedure concerning the online votingThe company will provide the online voting platform for the shareholders during this General Meeting; all shareholders of A-shares and B-shares registered prior to the registration date of stock ownership can attend the online voting through the trading system or online voting system of Shenzhen Stock Exchange.I. Voting Procedure Concerning the Voting through the Trading System1. The time of online voting made through the trading system for this General Meeting: 9:30 - 11:30 and 13:00 - 15:00 of October 9, 2015. The voting procedure is made according to the operation relating to the procurement of shares in Shenzhen Stock Exchange2. The trading system only lists one voting securities during the online voting period, so the shareholders only need to declare one entrustment of purchasing before voting. Relevant information concerning the securities is shown below:Securities code: 360024 Securities short name: ZSTP3. Specific procedure concerning the voting of shareholders = 1 \* GB3 ① Enter purchasing instruction; = 2 \* GB3 ② Enter securities code 360024; = 3 \* GB3 ③ Fill in the serial number of proposal of the General Meeting below the “Entrustment Price”, the specific situations are shown below:ProposalSerial numberContent of proposalCorrespondingEntrustment PriceGeneral ProposalAll proposals of this General Meeting100.001Proposal on Compliance with Relevant Laws and Regulations by Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds and Affiliated Transaction1.002Proposal on Schemes of Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-for-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds and Affiliated Transaction---2.1Ways of This Merger and Supporting Issuance2.012.2Classes and Face Value of Shares of Stock Conversion and Supporting Issuance2.022.3Objects of Stock Conversion and Supporting Issuance2.032.4Issue Price and Conversion Price of This Merger and Supporting Issuance2.042.5Conversion Ratio of This Merger2.052.6Stock Conversion of This Merger2.062.7Number of Shares Issued for This Merger and Supporting Issuance2.072.8Listing Places of Shares Issued for Stock Conversion and Supporting Issuance2.082.9Arrangement on Lock-up period of Shares Issued for Stock Conversion and Supporting Issuance2.092.10Purposes of Raised Fund from the Stock Conversion and Supporting Issuance2.102.11Arrangement on the Accumulated Profit of This Merger2.112.12The Cash Option of CMPD Dissent Shareholders2.122.13The Processing Method of Odd Lots in This Merger2.132.14Disposal of Restricted CMPD Shares2.142.15Debt Disposal of This Merger2.152.16Placement of Staff Involved in this Merger2.162.17Period of Validity of the Resolution on This Stock-for-stock Merger and Supporting Issuance2.172.18Delivery of this Merger2.182.19Coming into Force and Completion of This Merger2.193The Proposal on China Merchants Shekou Industrial Zone Holdings Co., Ltd. Merging China Merchants Property Development Co., Ltd. by means of issuing A-shares and Stock-for-stock, Raising Supporting Fund by Issuing A-shares to Specified Objects and Affiliated Transaction Complying with Relevant Laws and regulations.3.004Proposal on Reviewing the Stock-for-stock Merger Agreement between CMSIZH and CMPD4.005Proposal on Reviewing the Signing of Stock Subscription Agreement between China Merchants Shekou Industrial Zone Holdings Co., Ltd. and Specific Objects5.006Proposal on Reviewing the Report on Issuance of A-shares by China Merchants Shekou Industrial Zone Holdings Co., Ltd. for Stock-and-stock Merger of China Merchants Property Development Co., Ltd. and Issuance of A-shares to Specific Objects for Raising of Supporting Funds (Draft) and Abstract Thereof6.007Proposal on Compliance with Article IV of “Provisions on Several Issues Concerning the Regulation of Major Reorganization by Listed Companies” by this Restructuring7.008Proposal on Completeness and Compliance of Legal Procedures for Restructuring as well as Effectiveness of Submitted Legal Documents8.009Proposal on Independence of Valuation Institutions, Rationality of Valuation Hypothesis and Premise, Relevance of Valuation Method and Valuation Purpose as well as Fairness of Valuation Price9.0010Proposal on Reviewing the Employee Stock Ownership Plan of China Merchants Shekou Industrial Zone Holdings Co., Ltd. (Draft) and Abstract Thereof10.0011Proposal on Profit Forecast Report, Profit Forecast Review Report and Compensation Agreement for Profit Forecast Related to This Restructuring11.0012Proposal on Issuance of Related Commitment Letters By CMPD 12.0013Proposal on Authorizing Board of Directors to Handle Relevant Matters Concerning the Restructuring13.0014Announcement on Terminating First Awarding Plan for Stock Option14.0015Proposal on Reviewing Self-Examination Report of Property Business of China Merchants Property Development Co., Ltd.15.0016Proposal on Terminating the Secondary Listing of CMPD B-shares and Delist from SGX16.0017Proposal on Authorizing Board of Directors to Handle Relevant Matters Concerning the Termination of Secondary Listing of B-shares in Singapore and Delisting17.0018Proposal on Employing Intermediary Concerning this Restructuring18.0018.1Independent Financial Advisor18.0118.2Special Audit Organization18.0218.3Special Legal Advisor18.03 = 4 \* GB3 ④Fill in voting opinion below the “Entrustment Number”, 1 representing “Approval”, 2 representing “Objection”, 3 representing “Waiver”, the specific situations are shown below:Categories of voting opinionCorresponding to the number of declared sharesApproval1 sharesObjection2 sharesWaiver3 sharesWhere shareholders have unanimous opinion towards the all proposals, the voting can only be made to the “General Proposal”. Where shareholders make repeated voting on the “General Proposal” and single proposal through the online voting system, the first effective voting shall prevail. That is to say, the voting opinion on relevant voted proposals shall prevail in case shareholders vote on the relevant proposals before voting on the General Proposal, and other unvoted proposals shall be subject to the voting opinion of the General Proposal; the voting opinion of the General Proposal shall prevail in case shareholders vote on the General Proposal before voting on the relevant proposals.⑤ Confirm the completion of voting entrustment.4. NOTE: = 1 \* GB3 ① Canceling an order is not allowed during the voting; = 2 \* GB3 ② The declaration that fails to the meet above requirements shall be deemed as invalid declaration and not be included in the statistics of voting; = 3 \* GB3 ③ If an inquiry about the voting result is required to make, please log in the internet voting system of Shenzhen Stock Exchange (http://wltp.cninfo.com.cn) at 18:00 at the day of voting, and click the “Voting Inquiry”, then view the personal voting result.II. Voting Procedure Concerning the Internet VotingLog in the internet voting system of Shenzhen Stock Exchange (http://wltp.cninfo.com.cn), then make online voting after authenticating the identity.1. Handling procedure of identity authenticationThe identity authentication is conducted to confirm the identity of the voter and protect the interests of the voter. At present, shareholders can conduct the identity authentication through service password or digital certificate.For those shareholders applying for service password, please log in: http://www.szse.cn or special area registration of password service http://wltp.cninfo.com.cn, fill in relevant information and set a service password, which can be used after being activated successfully through the trading system.Those shareholders applying for digital certificate can make an application to the Shenzhen Securities Information Company Co., Ltd. or its certificate-issuing agency. Business consultation telephone 0755-83991880/25918485/25918486, e-mail of business consultation xuningyan@p5w.net. Also refer to the “Certificate Service” column on the trading system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange. 2. Shareholders can log in the internet voting system in the http://wltp.cninfo.com.cn with the service password or digital certificate and vote 3. Voting time of shareholdersThe voting for this General Meeting through the internet voting system shall begin at 15:00, October 8, 2015 and end at 15:00, October 9, 2015.PAGE PAGE 12052-9.1.0.433701386322022Microsoft Office Word0183510000falsepingfangfalse25834false28181684605http://wltp.cninfo.com.cn/28181684305http://wltp.cninfo.com.cn/-12972025454005mailto:电子邮件地址cai@cninfo.com.cn28181683705http://wltp.cninfo.com.cn/70123963405http://www.szse.cn/28181683105http://wltp.cninfo.com.cn/28181682805http://wltp.cninfo.com.cn/4587602005http://www.cninfo.com.cn/false15.0000招商局地产控股股份有限公司关于召开2007年第一次临时股东大会的通知刘健罗媛32015-09-13T04:59:00Z2015-09-17T14:38:00Z2015-09-17T14:39:00Z