Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2010-39

    China Fangda Group Co., Ltd.

    Resolutions of the 24th Meeting of the 5th Term of Board

    The members of the Board and the Company acknowledge being responsible for the truthfulness, accuracy, and completeness of the announcement. Not any false record, misleading statement or significant omission carried in this announcement.

    The Board of Directors of China Fangda Group Co., Ltd. (“The Company” hereinafter) delivered the meeting circulars by means of written and fax notices on November 11, 2010. The 24th meeting of the 5th term of Board of Directors was held in the meeting room of the Company in the afternoon of November 22, 2010. 6 of the 7 directors presented the meeting. Director Mr. Wang Shenguo absented due to business engagement. He entrusted director Mr. Xiong Jianwei to vote on his behalf. The meeting is complying with the provisions set out by the Company Law and the Article of Association of the Company. Chairman Xiong Jianming presided the meeting. The following resolutions were adopted:

    1. The proposal of share transferring between two of the fully-owned subsidiaries

    Shenzhen Fangda Automatic System Co., Ltd. – the fully-owned subsidiaries of the Company, is about to transfer the 40% shares in Dongguan Fangda New Material Co., Ltd. over to Shenzhen Fangda Decoration Engineering Co., Ltd. - another fully-owned subsidiary of the Company, at price of RMB20 million. Upon completion of the transferring, Shenzhen Fangda Decoration Engineering Co., Ltd. will have 100% of the share equity of Dongguan Fangda New Material Co., Ltd.

    2. The proposal to relocate the projects financed by share placing and adding of an executive entity was adopted

    According to the “China Fangda Group - Feasibility Report of the Projects to be Financed by Private Share Issuing in 2009 (Supplementary Version March 2010)” adopted at the 16th meeting of the 5th term of Board, the executing entity of the Energy Saving and Photoelectric Curtain Wall Productivity Expanding Project was Shenzhen Fangda Decoration Engineering Co., Ltd. (Fangda Decoration), where the executing entity of the PSD Productivity Expanding Project was Shenzhen Fangda Automatic System Co., Ltd. (Fangda Automatic), and both of the projects were located in Nanchang City. To satisfy the needs of business development, the Company is planning to relocate these projects to Dongguan Guangdong, and put Dongguan Fangda New Material Co., Ltd. the new executing entity of the projects. Namely Fangda Decoration, and Dongguan Fangda New Material Co., Ltd. will be the two executing entities of the project, in which Dongguan Fangda New Material will be in charge of the construction of production base and production businesses.

    3. The proposal to register for issuing of short term bonds was adopted

    The Company is about to apply to China Inter-bank Transaction Association to issued short-term bonds up to RMB400 million. The proceeds will be used to support working capital and replace part of the bank loans. The legal representative person of the Company is authorized to handle related issues and sign on papers.

    4. The Financial Verification Criteria was adopted

    5. The Financial Responsible Person Criteria was adopted

    6. The proposal to revise the Articles of Association was adopted

    The Article of Association is amended as the followings: (contents on solid single lines are added, and on solid double lines are erased)

    Article 69 The shareholders’ meetings are hosted by the Chairman of Board. When the Chairman is not or not able to execute its duties, the Vice Chairman (or the Vice Chairman electedby over half of directors when there are more than one Vice Chairmen) shall host the shareholders’ meeting. When none of the Vice Chairman is executing or able to executing the duties, the director elected by over half of total directors shall host the shareholders’ meeting.

    When the shareholders’ meeting is called by the Supervisory Committee, the Chairman of the Supervisory Committee shall host the meeting. When the Chairman of the Supervisory Committee is not or not able to execute the duty, the Vice Chairman shall take the place. When the Vice Chairman is not or not able to execute the duties, the Supervisor elected by over half of the whole supervisors shall host the meeting.

    Article 108 The Board of Directors consists of 7 directors, including 1 Chairman, and a Vice Chairman may be entitled.

    Article 109 The Board of Directors are entitled the following powers:

    (XI) …… The above executives can assume successive terms, whereas the Secretary of Board and Chief Financial Officer are not over six years.

    Article 113. The Board of Directors has one Chairman and may has Vice Chairman(s). Both Chairman and Vice Chairman shall be elected and dismissed by over two third of the whole directors.

    Article 115 The Vice Chairman assists the Chairman with his/her works. When the Chairman is not or not able to execute his/her duties, the Vice Chairman (or the Vice Chairman elected by over half of directors when there are more than one Vice Chairmen) shall take the place; When none of the Vice Chairman is executing or able to executing the duties, the director elected by over half of the directors shall take the place.

    Article 40 The shareholders’ meeting has the highest power over the Company according to the law as the followings:

    (XIII) Issues regarding purchasing or disposing of assets over 50% 30% of the absolute value of the total net asset value provided by the latest auditors’ report in a year.

    Article 112 The Board of Directors has the power to approve the issues of mortgage, guarantee, loans, investment, purchasing and disposal of assets of the subsidiaries in which the Company holds over 50% of equities, when the amount is equal to 30% of the absolute value of the total net asset of the company. Is over 10%, shall be approved by the Board of Directors, when the amount is over 50% of the net asset provided by latest auditing report, it shall be approved by the shareholders’ meeting. The Board of Directors has the power to authorize the Chairman to sign on papers with full power.

    Article 114 During the period between two board meetings, the Chairman may handle the capital or asset of the subsidiaries in which the Company is holding over 50% of equities when the amount is not more than 10% of the net asset provided by latest auditing report, and shall report to the Board of Directors.

    Article 135. …… The Chief Financial Officer is responsible to and report to the President. His/her job term is three years, and could be extended.

    7. Proposal of External Investment Criteria

    8. The proposal to revise the Board of Directors Working CriteriaThe Board of Directors’ Working Criteria is amended to meet the Company’s business practice: (contents on solid single lines are added, and on solid double lines are erased)

    Article VI The Board of Directors consists of 7 directors, including at least one third of independent directors, one Chairman, and a Vice Chairman.

    Article 16 According to the Articles of Association, the Board is entitled the following powers:

    (VI) The Board of Directors has the power to approve the issues of mortgage, guarantee, loans, investment, purchasing and disposal of assets of the subsidiaries in which the Company holds over 50% of equities, when the amount is equal to 30% of the absolute value of the total net asset of the company. Is over 10%, shall be approved by the Board of Directors, when the amount is over 50% of the net asset provided by latest auditing report, it shall be approved by the shareholders’ meeting. The Board of Directors has the power to authorize the Chairman to sign on papers with full power.

    (VIII) …… The above executives can assume successive terms, whereas the Secretary of Board and Chief Financial Officer are not over six years.

    Article 27 The Chairman of Board is entitled the following power:

    (XI) To approve the application plan of the Board Fund.

    Article 45 Board meetings are called and hosted by the Chairman. When the Chairman is not able to execute the duties, he/she shall assign the Vice Chairman or a director to take his/her place. When the Chairman is not executing the duties without giving any excuse, and not assigning any particular person to take the place, the Vice Chairman or a director elected by over half of whole directors shall take the place to call for a meeting.

    Chapter IV. The Board Fund

    Article 55. The Board may establish the Board Fund when needed upon approval of the Shareholders’ Meeting.

    Article 56. The Secretary Office of the Board is responsible to produce plan for the Fund. It is subject to approval of the Shareholders’ Meeting, drawn at 0.3% of the sales income of the year, set in an individual account under annual budget and accounted into administration cost.

    Article 57. Usage of the Board Fund

    (I) Allowances for non-employee directors, supervisors, and independent directors;

    (II) Expenses of the board meetings and supervisory committee meetings;

    (III) Working expenses of the special committees of the Board;

    (IV) Expenses of activities organized by the Board or the Chairman;

    (V) Business reception expenses of the Board and the Chairman;

    (VI) Other special expenses of the Board.

    Article 58. The Board Fund is managed by the Secretary of Board, and executed by the Financial Department upon approval of the Chairman.

    9. The proposal of revising the President’s Working Criteria

    The Resident’s Working Criteria is revised as the followings: (contents on double solid lines are erased)

    Article 13. Extent of authorization by the Board to the President:

    The President is entitled to handle the venture investment, asset mortgage and other guarantee issues within the extent of authorization by the Board.The President is authorized to handle the capital and assets accounted not more than 10% of the subsidiaries’ net asset provided by latest auditing report under IAS and those which the Company is holding over 50% of the equities. If exceeded the limit, it is subject to the approval of the Board, and if exceeded the power of the Board, it shall be subject to the approval of the Shareholders’ Meeting.

    10. The proposal to call the 1st Provisional Shareholders’ Meeting 2010

    The 1st Provisional Shareholders’ Meeting 2010 is scheduled for December 10, 2010.

    The above proposals are passed by 7 in favor, 0 objection and 0 waive.

    The complete versions of Articles of Association, External Investment Criteria and Board of Directors’ Working Criteria are available with the official website of China Securities Regulatory Commission: http://www.cninfo.com.cn.

    Proposal 2, 3, 6, 7, 8 are subject to the approval of the Shareholders’ Meeting.

    China Fangda Group Co., Ltd.

    The Board of Directors

    November 24, 2010