Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2012-10
China Fangda Group Co., Ltd.
Resolutions of the 1st Provisional Shareholders’ Meeting 2012
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 March 9, 2012 (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 the meeting was served on February 21, 2012. 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 as the followings:
(1) “The Proposal on Revising the Articles of Association” and “The Proposal to Revise the Working
Rules of the Board of Directors” were released on August 2, 2011.
(2) “The Proposal on External Investment” was released on August 25, 2011.
(3) “The Proposal on Applying for Loans from the Banks to Support Working Capital”, and “The
Proposal to Provide Guarantees for the Bank Loans for the Fully-owned Subsidiaries”, and the
“Proposal to Adjust the Amount of Investment in Energy-saving Curtain Wall and Photo-Electric
Curtain Wall Expanding and PSD Expanding Projects” were released on February 21, 2012.
7. Presentation of the meeting: the directors, supervisors, executives, legal consultants, and the delegates
of sponsors presented the meeting.
8. 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): 16 representing 102,229,970 shares accounted for 13.51% of the
total voting shares.
In which:
(1) Presenting of A-share holders:
Number of A-share holders (proxies): 4, representing 86,944,736 shares accounted for 20.65% of
total voting A-shares.
(2) Presenting of B-share holders:
Number of B-share holders (proxies): 12, representing 15,285,234 shares accounted for 4.55% of
total voting B-shares.
IV. Voting results of the proposals
(I) The Proposal of Revising the Articles of Association was passed as special resolution
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders 102,229,970 102,229,970 100% 0 0 0 0
in the meeting
A-share
86,944,736 86,944,736 100% 0 0 0 0
holders
B-share
15,285,234 15,285,234 100% 0 0 0 0
holders
(II) The Proposal of Revising the Working Rules of the Board was passed
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders 102,229,970 102,229,970 100% 0 0 0 0
in the meeting
A-share
86,944,736 86,944,736 100% 0 0 0 0
holders
B-share
15,285,234 15,285,234 100% 0 0 0 0
holders
(III) The Proposal on External Investment was passed
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders 102,229,970 102,229,970 100% 0 0 0 0
in the meeting
A-share 86,944,736 86,944,736 100% 0 0 0 0
holders
B-share
15,285,234 15,285,234 100% 0 0 0 0
holders
(IV) The Proposal on Applying for Loans from the Banks to Support Working Capital was passed as
special resolution
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders in 102,229,970 102,229,970 100% 0 0 0 0
the meeting
A-share
86,944,736 86,944,736 100% 0 0 0 0
holders
B-share
15,285,234 15,285,234 100% 0 0 0 0
holders
(V) The Proposal to Provide Guarantees for the Bank Loans for the Fully-owned Subsidiaries as
special resolution
Representing In favor Rate of Objection Objection Waived Waiving
Shares (shares) in favor (shares) Rate (shares) Rate
Entire
shareholders 102,229,970 101,698,920 99.48% 531,050 0.52% 0 0
in the meeting
A-share
86,944,736 86,944,736 100% 0 0 0 0
holders
B-share
15,285,234 14,754,184 96.53% 531,050 3.47% 0 0
holders
(IV) Proposal to Adjust the Amount of Investment in Energy-saving Curtain Wall and Photo-Electric
Curtain Wall Expanding and PSD Expanding Projects was passed
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders 102,229,970 102,229,970 100% 0 0 0 0
in the meeting
A-share
86,944,736 86,944,736 100% 0 0 0 0
holders
B-share
15,285,234 15,285,234 100% 0 0 0 0
holders
The above proposal I, IV, and V are special resolutions passed with over two third of the effective votes
at the meeting.
V. Lawyers’ opinion
1. Name of the law firm: V&T Law Firm
2. The Lawyers: Guo Leiming, Zhang Jing
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.
VI. Documents for reference
1. The Letter of Legal Opinions
2. Resolutions of the Shareholders’ Meeting
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
March 10, 2012
