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The Letter of Legal Opinions on
the 2nd Provisional Shareholders’ Meeting 2012 of
China Fangda Group Co., Ltd.
（2012）万商天勤法意字第 015 号
To: China Fangda Group Co., Ltd.
V&T Law Firm (the Firm) was hired by China Fangda Group Co., Ltd. (the
Company), and assigned Guo Leiming and Zhang Jing – the Lawyers, to present the
2nd Provisional Shareholders’ Meeting 2012 of the Company.
The followings are the legal opinions of the Firm on the validity and effectiveness of
the calling, qualification, and voting procedures the Meeting basing upon the
Company Law of PRC, the Securities Law of PRC, the Rules of Shareholders’
Meeting of PLCs, and the Administration Rules of PLCs, as well as the Articles of
Association of the Company.
For the purpose of providing this Letter of Legal Opinions, the Lawyers assigned by
the Firm investigated all of the aspects and relative documents and issues involved.
It’s to the consent of the Firm to publish this Letter of Legal Opinions along with the
resolutions of the Shareholders’ Meeting and therefore undertake corresponding legal
responsibilities attached to it.
The followings are the legal opinions of the Firm:
I. Calling and holding of the Meeting
According to the Public Notice for Calling of the 2nd Provisional Shareholders’
Meeting 2012 of China Fangda Group Co., Ltd. served at the Securities Times, China
Securities Journal, Shanghai Securities Daily, and Hong Kong Commercial Daily and
http://www.cninfo.com.cn, dated March 26, 2012, the Board of Directors of the Company
has decided to hold the Meeting in the multifunction hall at the 1st floor of Fangda
Building, Kejinan 12 Road, High-tech Zone, Shenzhen at 8:30am April 5, 2012. The
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meeting will last for one day. We recognize that the timing, method, and contents of
the notice are complying with the laws and regulations as well as the Articles of
Association.
The actual time and venue are according with that of provided by the public notice.
The Meeting was hosted by Xiong Jianming – Chairman of the Board, and the
contents are according with that of provided by the notice either.
The Firm regards the calling and holding procedures are complying with the Laws
and regulations as well as the Articles of Association of the Company.
II. Qualification of the delegates
According to the account registrations, business certificates, and legal person ID
document, power of attorney, and ID of the attorney of the legal person shareholders
at the meeting, and the same of the natural person shareholders, and information about
the shareholders voted through the online voting system, we recognize that the
shareholders and attorneys at the meeting are qualified and without violating any laws
and regulations and the Articles of Association.
We have verified the identity and the power of attorney of the shareholders at the
meeting and their information registered by China Securities Depository & Clearing
Corporation Ltd. Shenzhen Branch upon closing of the Exchange on March 23, 2012.
It is confirmed that there were479 shareholders or attorneys presented the Meeting,
representing 211978333 shares with voting power, account for 28.01% of the total capital shares;
among them 41 B-share holders or attorneys, representing 54,414,092 shares, account for 16.20%
of the total B shares of the Company.
The Firm recognizes that the legal documents and qualifications of the shareholders or
attorneys are legal and effective, and complying with the laws and regulations and the
Articles of Association of the Company. They have the power to examine and vote on
the proposals of the Shareholders’ Meeting.
Other people presented at the meeting are directors, supervisors, executives and the
lawyers assigned by the Firm. Therefore the Firm recognizes that the qualifications
are satisfying with the requirements of the notice.
III. Proposals of the Meeting
We witness that the proposals examined at the Meeting are the same with those
provided by the Announcement of the Board and the Notice of Meeting.
IV. The voting procedures of the Meeting
(I) The voting procedures
The onsite voting and online voting system were adopted by the Meeting, and all of
the seven proposals were examined and voted through both of the ways.
The proposals were examined one after another at the onsite meeting by way of
registered ballot, and results were announced onsite after counting under inspection.
No disagreeing opinion raised against the results by any of the shareholders or
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attorneys at the meeting. Qualifications of the shareholders voting through the online
voting system were verified by Shenzhen Stock Exchange. Information about
qualified votes and voting results were provided by the Exchange. The results of the
both ways were combined by the Company.
The Firms recognizes that the voting procedures are complying with the laws,
regulations and administrative documents.
(II) Voting results
The voting results are:
1. The proposal to apply for issuing of A-shares privately was passed with over one
half of the effective votes.
2. The proposal of the plan to issue A-shares privately in year 2012 was not adopted
for it has failed to obtain over two third of the effective votes.
3. The proposal of the preplan to issue A-shares privately in year 2012 was not
adopted for it has failed to obtain over two third of the effective votes.
4. The proposal of the feasibility report on application of the proceeds from issuing of
A-shares privately in year 2012 was approved with over two third of the effective
votes.
5. The proposal on requesting the shareholders’ meeting to authorize the Board to
practice the private issuing of A-shares with full authority was approved with over
one half of the effective votes at the meeting.
6. The proposal to enter the conditional share subscribing contract with Shenzhen
Banglin Technology Development Co., Ltd. was not approved for it has failed to
obtain over one half of the effective votes.
7. The proposal about subscribing of shares privately by the largest shareholder that is
a related transaction was not approved for failure of obtaining over one half of the
effective votes.
The related shareholders avoided the voting of the “The proposal of the plan to issue
A-shares privately in year 2012”, “The proposal of the preplan to issue A-shares
privately in year 2012”, “The proposal to enter the conditional share subscribing
contract with Shenzhen Banglin Technology Development Co., Ltd.”, and “The
proposal about subscribing of shares privately by the largest shareholder that is a
related transaction” .
Therefore the Firm recognizes that the voting procedures are complying with the laws
and regulations and the Articles of Association of the Company.
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V. Conclusive opinions
The Firm acknowledges that the calling and holding procedures, the qualifications of
delegates, and the voting procedures are complying with the laws and regulations, as
well as the Articles of Association of the Company. And the resolutions of the
Meeting are legal and effective.
This Letter of Legal Opinions is effective against the signatures of the assigned
lawyers and seal of the Firm.
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This is the signature page of The Letter of Legal Opinions on the 2nd Provisional
Shareholders’ Meeting 2012 of China Fangda Group Co., Ltd. No content on this
page.
V&T Law Firm (Shenzhen)
The responsible person: ______ Zhang Zhi the Lawyer
Assigned lawyer: ___________Guo Leiming
____________Zhang Jing
April 5, 2012
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