Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-14
China Fangda Group Co., Ltd.
Notice for Calling of the 2nd Provisional Shareholders’ Meeting
2012
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.
I. Details of the meeting
(I) Time/date:
1. Time/date of onsite meeting: 8:30 am, April 5, 2012 (Thursday), the meeting
will last for a day.
2. Time/date of online voting: April 4-5, 2012
Voting through trading system of Shenzhen Stock Exchange: 9:30-11:30 AM,
13:00-15:00 PM, April 5, 2012; voting through website of Shenzhen Stock Exchange:
any time from 15:00 PM April 4, 2012 to 15:00 PM April 5, 2012.
(II) Shareholder registration date: March 23, 2012
(III) Location of the onsite meeting: Multi-function hall, 1/F, Fangda Building,
12th Kejinan Street, Southern High-tech Zone, Shenzhen
(IV) Convener of the meeting: The Board of Directors of the Company
(V) Way of meeting: Combination of onsite voting and online voting. Online
voting system will be provided through the trading system and website of Shenzhen
Stock Exchange. Current share holders may vote online in the period as provided
hereinabove.
(VI) Voting rules
Each vote can only be made through one of onsite voting, online voting or other
method. When a vote is made through more than one way, only the first one will be
regarded as effective.
(VII) Qualification to attend
1. All shareholders and/or proxies (attached please find the Power of Attorney)
registered with China Securities Depository & Clearing Corporation Ltd. Shenzhen
Branch at the closing of stock market in the afternoon of March 23, 2012 (Friday);
2. Directors, supervisors and executives of the Company;
3. Legal consultants invited by the Company.
II. Agendas of the meeting
(I) Titles of proposals
Proposal I: The proposal to apply for issuing of A-shares privately
Proposal II: The proposal of the plan to issue A-shares privately in year 2012
1. Way of issuing
2. Type and face value of shares to be issued
3. Amount to be issued
4. Objects and way of subscription
5. Pricing ex-date and price
6. Arrangement of trade-limitation period
7. Place of listing
8. Projected amount and usage of the proceeds
9. Arrangement for retained profits before the private issuing
10. Expiration period of the resolution
Proposal III: The proposal of the preplan to issue A-shares privately in year
2012
Proposal IV: The proposal of the feasibility report on application of the
proceeds from issuing of A-shares privately in year 2012
Proposal V: The proposal on requesting the shareholders’ meeting to authorize
the Board to practice the private issuing of A-shares with full authority
Proposal VI: The proposal to enter the conditional share subscribing contract
with Shenzhen Banglin Technology Development Co., Ltd.
Proposal VII: The proposal about subscribing of shares privately by the largest
shareholder that is a related transaction.
(II) Details of disclosure
Details of the above proposals are available in the announcements disclosed on
Securities Times, China Securities Journal, Shanghai Securities Daily, Hong Kong
Commercial Daily and www.cninfo.com.cn dated March 21, 2012.
(III) Special emphasis issues:
Shareholders of the Company may vote at onsite meeting, or through the trading
system or website of Shenzhen Stock Exchange.
III. The registration method of On-the-spot shareholders' meeting
(I) Way of registration: onsite registration, or through mail or fax.
(II) Time of registration: 9：00-11：30 AM and 13：00-17：00 PM on March 30,
2012.
(III) Way of registration:
1. Proxy who is representing a legal person shall carry a copy of Certificate of
Incorporation (with company seal on it), Power of Attorney, shareholding certificate
and ID card to register;
2. Public shareholders shall carry the ID card, shareholders’ account card, and
effective shareholding certificate issued by the stock dealer to register; Proxies shall
carry the ID card, Power of Attorney, the shareholders’ account card, and
shareholding certificate to register.
3. Postal or facsimile registrations are acceptable in case of the shareholder is not
in the city.
(IV) Address for registration: the Secretary Office of the Board of the Company.
Fangda Town, Longjin, Xili, Nanshan, Shenzhen Post code: 518055.
Contact person: Ms. Guo
Tel: 86（755）26788571-6622
Fax: 86（755）26788353
IV. Qualification and voting procedures for shareholders voting through
online systems
(I) Voting procedures through the trading system
1. Voting through trading system of Shenzhen Stock Exchange: 9:30-11:30 AM,
13:00-15:00 PM, April 5, 2012. Voting procedures are the same with subscribing of
new shares in the trading system.
2. Voting code: 360055, voting ID: Fangda Voting
3. Procedures are as:
(1) Select purchasing shares;
(2) Fill in subscribing prices under “Consigned Price” as voting for the proposals
of the meeting: RMB100 for general proposals, RMB1.00 for proposal I, RMB2.00
for proposal II, same for the rest. Each proposal shall be voted separately at
corresponding price as the following:
Title of the proposal Corresponding
prices
General Represents voting collectively on all of the proposals 100.00
proposal
Proposal The proposal on the Company’s satisfying of the
1.00
I conditions to issue A shares privately
Proposal The proposal of the plan to issue A-shares privately in
2.00
II year 2012
1 Way of issuing 2.01
2 Type and face value of shares to be issued 2.02
3 Amount issued (shares) 2.03
4 Objects and way of subscription 2.04
5 Pricing ex-date and price 2.05
6 Arrangement of trade-limitation period 2.06
7 Place of listing 2.07
8 Projected amount and usage of the proceeds 2.08
9 Arrangement for retained profits before the private 2.09
issuing
10 Expiration period of the resolution 2.10
Proposal The proposal of the preplan to issue A-shares privately 3.00
III in year 2012
The proposal of the feasibility report on application of
Proposal
the proceeds from issuing of A-shares privately in year 4.00
IV
2012
The proposal on requesting the shareholders’ meeting to
Proposal
authorize the Board to practice the private issuing with 5.00
V
full authority in 2012
The proposal to enter the conditional share subscribing
VI contract with Shenzhen Banglin Technology 6.00
Development Co., Ltd.
The proposal about subscribing of shares privately by
VII 7.00
the largest shareholder that is a related transaction.
Note: For proposal II under which there are sub-proposals to be voted, RMB2.00
representing all of the sub-proposals, RMB2.01 representing sub-proposal 1,
RMB2.02 representing sub-proposal 2, same for the rest.
(3) Filling voting options under “Amount of Shares”, 1 represents voting in favor,
2 represents voting objection, 3 represents waiving.
Vote opinion Corresponding number of shares
In favor 1 share
Objection 2 shares
Waive 3 shares
(4) Only one subscription for a particular proposal is acceptable and irrevocable.
(5) Votes not exercised according to the above rules are regarded as invalid, and
will be revoked automatically by the trading system.
4. Vote counting rules
If a shareholder has voted for one or several proposals among proposal I to VII
before voting on general proposals, the votes for one or several proposals among
proposal I to VII shall take effect rather than the vote on general proposal, while the
proposals remain un-voted shall adopt the vote on general proposals. If a shareholder
voted on the general proposals prior to voting on one or several proposals among
proposal I to VII, then the vote on general proposal shall prevail.
(II) Voting procedures through website of Shenzhen Stock Exchange
1. Qualification procedures
Qualifications are on the “Detailed regulations of qualification for online voting
service of Shenzhen Stock Exchange”. Shareholders may chose to get qualified by
service code or digital license.
(1) To apply for a service code
Connect your browser to http://wltp.cninfo.com.cn and click on “Service Code
Application” . Input relative information into fields under “Name”, “Securities
Account No.” and so on. The system will feedback a 4-digit verification code if
successful.
(2) Activate the service code
Service code can be activated with the verification code by the same way as
purchasing of shares through the trading system.
Purchase of shares Purchase price Amount
369999 RMB1.00 4-digit verification code
If the service code command was submitted before 11:30 AM, it will become
usable at 13:00 of the same day; if it was submitted after 11:30, it would be usable in
the next day.
As soon as the service code is activated, it will be effective permanently, namely
not need to be reactivated for future online voting.
The code can be restored by applying through the trading system if lost. The
procedures are the same as applying for a new one.
Purchase of shares Purchase price Amount
A round number greater than
369999 RMB2.00
1
Digital license can be obtained by applying to Shenzhen Securities Information
Co., Ltd. or its authorized agencies.
Email address for digital license application: ca@szse.cn
Inquiry number for online voting service: 0755-83991192，83990728
3. With a service code or digital license, shareholders may vote through the
Internet service by login at http://wltp.cninfo.com.cn.
A) Login to http://wltp.cninfo.com.cn, select “Voting for the 2nd Provisional
Shareholders’ Meeting 2012 of China Fangda Group Co., Ltd.” under “List of
Shareholders’ Meetings of Listed Companies”;
B) Click on “Voting Login”, select “Login with ID and password”, input
“Securities Account Number” and “Service Code”; Investors who have obtained
digital licenses may select CA license login.
C) Click on “Voting” and follow the instructions;
D) Confirm to submit voting results.
4. Voting period:
Voting through the online voting system of Shenzhen Stock Exchange: any time
from 15:00 PM April 4, 2012 to 15:00 PM April 5, 2012.
V. Cautions for voting
(I) Online voting cannot be revoked once made;
(II) Voting on a proposal can only be made once. The first vote shall be accepted
when multiple votes were made.
(III) Only the first voting would be accepted in any repeated votes against a same
share through trading system and website;
(IV) To check the voting results please login Shenzhen Stock Exchange Internet
Online Voting System (http://wltp.cninfo.com.cn) after 18:00 on the voting day and
click on “Check for Voting Results”, or, check through the stock broker.
VI. Misc. issues
1. Contact Info:
Contact person: Ms. Guo
Contact number: 0755-26788571-6622
Fax: 0755-26788353
Mail address: Fangda Town, Longjin, Xili, Nanshan, Shenzhen, Guangdong
Post code: 518055
2. Shareholders attending the meeting shall take their own transportation and
accommodation expenses.
3. Irregular situations in online voting: If major irregular accident happened
during the voting period, the procedures will be carried on according to the notice
announced at the same day.
Attachment: Power of Attorney
China Fangda Group Co., Ltd.
The Board of Directors
March 21, 2012
Attachment:
Power of Attorney
I(we) hereby empower Mr.(Ms.) _____________ to present the 2nd Provisional Shareholders’
Meeting of 2012 of China Fangda Group Co., Ltd. and vote on behalf of me (our company).
Consigner (company) (Name): Consigner’s ID card NO.:
Consigner’s amount of shareholding: Consigner’s stock account:
Attorney’s Name: Attorney’s ID card NO.:
Stamp (signature) of the consigner: Date:
Objecti Waiv
No. Instructions on votings: In favor
on e
The proposal on the Company’s satisfying of the conditions to issue
1
A shares privately
2 The proposal of the plan to issue A-shares privately in year 2012
2.1 Way of issuing
2.2 Type and face value of shares to be issued
2.3 Amount issued (shares)
2.4 Objects and way of subscription
2.5 Pricing ex-date and price
2.6 Arrangement of trade-limitation period
2.7 Place of listing
2.8 Projected amount and usage of the proceeds
2.9 Arrangement for retained profits before the private issuing
2.10 Expiration period of the resolution
3 The proposal of the preplan to issue A-shares privately in year 2012
4 The proposal of the feasibility report on application of the proceeds
from issuing of A-shares privately in year 2012
The proposal on requesting the shareholders’ meeting to authorize
5
the Board to practice the private issuing with full authority in 2012
The proposal to enter the conditional share subscribing contract with
6
Shenzhen Banglin Technology Development Co., Ltd.
The proposal about subscribing of shares privately by the largest
7
shareholder that is a related transaction.
Note: Please tick “√” in appropriate spaces. Proxies may vote on his/her own judgment if no instructions
provided.
