Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2011-09
China Fangda Group Co., Ltd.
Resolutions of the Shareholders’ Annual 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:
The onsite meeting was held at 9:30 AM, March 25, 2010 (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. Circular on calling of the meeting was served on March 4, 2011. 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 March
4, 2011.
The meeting was complying with the Company Law, 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
Number of shareholders (proxies): 10, Representing 68,034,838 shares accounted for 13.48% of
the total voting shares.
In which:
(1) Presenting of A-share holders:
Number of A-share holders (proxies): 6, representing 58,002,691 shares accounted for 20.66% of
total voting A-shares.
(2) Presenting of B-share holders:
Number of B-share holders (proxies): 4, representing 10,032,147 shares accounted for 4.47% of
total voting B-shares.
IV. Voting results of the proposals
(I) The Board of Directors’ Work Report for Year 2010.
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(II) The Supervisory Committee’s Work Report 2010
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(III) Financial Settlement Report 2010
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(IV) The proposal of dividend distribution and capitalization of common reserves for year
2010;
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(V) The Annual Report 2010 and the Summary
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(VI) The proposal of employing the auditing body for year 2011
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(VII) The proposal on applying to the banks for loans for current capital
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(VIII) The proposal on providing and receiving guarantees to and from the fully-owned
subsidiaries of the Company
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(IX) The proposal of revising the Articles of Association (special proposal)
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(X) The proposal of remuneration scheme for directors (including independent directors,
and supervisor of the 6th term
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(XI) The proposal to elect the new term of Board of Directors (accumulative voting).
1. To elect Mr. Xiong Jianming director of the 6th term of Board.
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
2. To elect Mr. Wang Shengguo director of the 6th term of Board.
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
3. To elect Mr. Xiong Jianwei director of the 6th term of Board.
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
4. To elect Mr. Zhou Zhigang director of the 6th term of Board.
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
5. To elect Ms. Shao Hanqing independent director of the 6th term of Board
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
6. To elect Mr. Guo Jinlong independent director of the 6th term of Board
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
7. To elect Mr. Huang Yaying independent director of the 6th term of Board.
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
(XII) The proposal to elect the new term of Supervisory Committee (accumulative voting)
1. To elect Mr. Yu Guoan supervisor of the 6th term of Supervisory Committee
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
2. To elect Ms. Cao Naisi supervisor of the 6th term of Supervisory Committee
Representi In favor Rate of in Objection Objection Waived Waiving
ng Shares (shares) favor (shares) Rate (shares) Rate
Entire
shareholders
68,034,838 68,033,838 99.999% 0 0 1000 0.001%
in the meeting
A-share
holders 58,002,691 58,001,691 99.998% 0 0 1000 0.002%
B-share
holders 10,032,147 10,032,147 100% 0 0 0 0
V. Lawyers’ opinion
1. Name of the law firm: V&T Law Firm
2. Names of the lawyers: Guo Leiming, Huang Xiaoya
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.
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
March 25, 2011
