Stock Code: 000055,200055 Stock ID: Fangda Group, Fangda B Announcement No.: 2010-42 China Fangda Group Co., Ltd. Resolutions of the 1st Provisional Shareholders’ Meeting 2010 The directors, supervisors, management 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.
I. Important Statement
No adding of new proposals, nor rejecting or changing of any proposal occurred in holding of the meeting.
II. Particulars of the meeting
1. Time/date: 9:30AM December 10, 2006 (Friday) 2. Venue: Multi-function Hall, 1/F Fangda Building 3. Way of meeting: onsite meeting 4. Caller: The Board of Directors of the Company 5. Host: Chairman Xiong Jianming
6. Notice for calling of the meeting was served on November 24, 2010. The agendas and relative issues about the meeting were released by China Securities Journal, Securities Times, Shanghai Securities Daily, Hong Kong Commercial Daily (English), and www.cninfo.com.cn dated August 19 and November 24, 2010. 7. Convening of the meeting was complying with the provisions set out by the Company Law, The Share Listing Rules and the Articles of Association of the Company.
III. Particulars about the delegates presented the meeting
1. Overall situation of the attendees 5shareholders (attorneys), representing 72,226,611 shares at the meeting and accounted for 14.31% of the overall voting shares. In which: (1) Presenting of A-share holders: 3 A share holders (attorneys), representing 62,778,324 shares, accounted for 22.36% of the overall voting A shares. (2) Presenting of B-share holders: 2 B-share holders (attorneys), representing 9,448,287 shares at the meeting and accounted for 4.22% of the overall voting B-shares.2
IV. Voting results of the proposals
(I) The proposal was adopted to relocate the proposed of energy saving curtain wall and photoelectric curtain wall expanding projects financed by the share placing, and adding of new executing entity
Representing Shares
In favor (shares)
Rate of in favor
Objection (shares)
Objection Rate
Waived (shares)
Waiving Rate
Entire shareholders in the meeting
72,226,611
72,226,611
100%
0
0
0
0
A-share holders
62,778,324
62,778,324
100%
0
0
0
0
B-share holders
9,448,287
9,448,287
100%
0
0
0
0
(II) The proposal was adopted to acquire integrated credits from the bank and relative guarantee issues
Representing Shares
In favor (shares)
Rate of in favor
Objection (shares)
Objection Rate
Waived (shares)
Waiving Rate
Entire shareholders in the meeting
72,226,611
72,226,611
100%
0
0
0
0
A-share holders
62,778,324
62,778,324
100%
0
0
0
0
B-share holders
9,448,287
9,448,287
100%
0
0
0
0
(III) The proposal to register for issuing of short-term bonds was adopted
Representing Shares
In favor (shares)
Rate of in favor
Objection (shares)
Objection Rate
Waived (shares)
Waiving Rate
Entire shareholders in the meeting
72,226,611
72,226,611
100%
0
0
0
0
A-share holders
62,778,324
62,778,324
100%
0
0
0
0
B-share holders
9,448,287
9,448,287
100%
0
0
0
0
(IV) Proposal on Amending the Articles of Association was adopted
Representing Shares
In favor (shares)
Rate of in favor
Objection (shares)
Objection Rate
Waived (shares)
Waiving Rate
Entire shareholders in the meeting
72,226,611
72,226,611
100%
0
0
0
0
A-share holders
62,778,324
62,778,324
100%
0
0
0
0
B-share holders
9,448,287
9,448,287
100%
0
0
0
03
(V) The proposal to examine the External Investment Criteria
Representing Shares
In favor (shares)
Rate of in favor
Objection (shares)
Objection Rate
Waived (shares)
Waiving Rate
Entire shareholders in the meeting
72,226,611
72,226,611
100%
0
0
0
0
A-share holders
62,778,324
62,778,324
100%
0
0
0
0
B-share holders
9,448,287
9,448,287
100%
0
0
0
0
(VI) The proposal to examine the Related Transaction Criteria
Representing Shares
In favor (shares)
Rate of in favor
Objection (shares)
Objection Rate
Waived (shares)
Waiving Rate
Entire shareholders in the meeting
72,226,611
72,226,611
100%
0
0
0
0
A-share holders
62,778,324
62,778,324
100%
0
0
0
0
B-share holders
9,448,287
9,448,287
100%
0
0
0
0
(VII) The proposal to revise the Board of Directors’ Working Criteria
Representing Shares
In favor (shares)
Rate of in favor
Objection (shares)
Objection Rate
Waived (shares)
Waiving Rate
Entire shareholders in the meeting
72,226,611
72,226,611
100%
0
0
0
0
A-share holders
62,778,324
62,778,324
100%
0
0
0
0
B-share holders
9,448,287
9,448,287
100%
0
0
0
0
V. Lawyers’ opinion
1. Name of the law firm: V&T Law Firm 2. Name of the lawyer: Yang Lei, Yu Xibin. 3. Conclusive opinion: The convening and holding procedures, the qualifying of attendees, and voting procedures of the meeting were complying with the provisions of the related laws and the Articles of Association. Therefore, in our opinion, the resolutions of the shareholders’ meeting are legal and valid. China Fangda Group Co., Ltd. November 11, 2010
