Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-16
China Fangda Group Co., Ltd.
The Resolutions of the 2nd Shareholders’ Provisional 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
The following proposals are denied at the Shareholders’ Meeting:
Proposal II. The proposal of the plan to issue A-shares privately in year 2012 (special resolution)
Proposal III. The proposal of the preplan to issue A-shares privately in year 2012 (special
resolution)
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. Important prompt
No changing or adding of proposals during the meeting.
III. Particulars of the meeting
1. Time and date of the meeting:
(1) Onsite meeting: 8:30 AM, April 5 (Thursday), 2012
(2) Online voting: April 4 – April 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 between 15:00 PM
April 4 and 15:00 PM April 5, 2012.
2. Venue: the multifunction hall at the 1st floor of Fangda Building
3. Way of meeting: onsite voting and online voting
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 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 March
21, 2012.
7. Presenting of delegates: the directors, supervisors, executives, legal attorney, and representative
of the sponsor presented or observed the meeting.
The meeting was complying with the Company Law, Share Listing Rules, and the Articles of
Association of the Company.
IV. Particulars about the delegates presented the meeting
1. General situation
Number of shareholders (proxies): 479 representing 211978333 shares accounted for 28.01% of
the total voting shares.
In which:
(1) Number of shareholders (proxies) at the onsite meeting: 16, representing 166454006 shares
accounted for 21.99% of total voting shares.
(2) Number of shareholders (proxies) at online voting: 463, representing45524327 shares
accounted for 6.01% of total voting shares.
2. Presenting of A-share holders:
Number of A-share holders (proxies): 438, representing157564241 shares accounted for 37.43%
of total voting A-shares.
3. Presenting of B-share holders:
41, representing 54,414,092 shares accounted for 16.20% of total voting B-shares.
IV. Voting results of the proposals
(I) The proposal to apply for issuing of A-shares privately
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
211,978,333 152,209,050 71.80% 27.61% 1252561 0.59%
in the 58,516,722
meeting
A-share
157,564,241 104,960,880 49.51% 24.27% 0.54%
holders 51,448,230 1,155,131
B-share
54,414,092 47,248,170 22.29% 3.33% 97,430 0.05%
holders 7,068,492
The proposal is approved.
(II) The proposal of the plan to issue A-shares privately in year 2012 (special resolution)
1. Way of issuing
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,757,944 46.43% 52.63% 1046708 0.94%
in the 58,667,325
meeting
A-share 94
70,826,005 18,277,894 16.40% 46.29% 0.85%
holders 51,598,833 9278
B-share
40,645,972 33,480,050 30.03% 6.34% 97,430 0.09%
holders 58,667,325
The proposal is denied.
2. Type and face value of shares to be issued
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,740,744 46.42% 52.65% 1046708 0.94%
in the 58,684,525
meeting
A-share
70,826,005 18,260,694 16.38% 46.30% 0.85%
holders 51,616,033 949278
B-share
40,645,972 33,480,050 30.03% 6.34% 97430 0.09%
holders 7,068,492
The proposal is denied.
3. Amount to be issued
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,740,744 46.42% 52.65% 1046708 0.94%
in the 58,684,525
meeting
A-share
70,826,005 18,260,694 16.38% 46.30% 0.85%
holders 51,616,033 949,278
B-share
40,645,972 33,480,050 30.03% 6.34% 97,430 0.09%
holders 7,068,492
The proposal is denied.
4. Objects and way of subscription
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,699,644 46.38% 52.88% 824158 0.74%
in the 58,948,175
meeting
A-share
70,826,005 18,219,594 16.34% 46.54% 0.65%
holders 51,879,683 726,728
B-share
40,645,972 33,480,050 30.03% 6.34% 97,430 0.09%
holders 7,068,492
The proposal is denied.
5. Pricing ex-date and price
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders 111,471,977 51,698,044 46.38% 52.82% 898828 0.81%
in the 58,875,105
meeting
A-share
70,826,005 18,217,994 16.34% 46.39% 0.81%
holders 51,709,183 898828
B-share
40,645,972 33,480,050 30.03% 6.43% 0 0.00%
holders 7,165,922
The proposal is denied.
6. Arrangement of trade-limitation period
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,740,744 46.42% 52.65% 1046708 0.94%
in the 58,684,525
meeting
A-share
70,826,005 18,260,694 16.38% 46.30% 0.85%
holders 51,616,033 949,278
B-share
40,645,972 33,480,050 30.03% 6.34% 97430 0.09%
holders 7,068,492
The proposal is denied.
7. Place of listing
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,740,744 46.42% 52.65% 1046708 0.94%
in the 58,684,525
meeting
A-share
70,826,005 18,260,694 16.38% 46.30% 0.85%
holders 51,616,033 949,278
B-share
40,645,972 33,480,050 30.03% 6.34% 97430 0.09%
holders 7,068,492
The proposal is denied.
8. Projected amount and usage of the proceeds
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,740,744 46.42% 52.65% 1046708 0.94%
in the 58,684,525
meeting
A-share
70,826,005 18,260,694 16.38% 46.30% 0.85%
holders 51,616,033 949,278
B-share
40,645,972 33,480,050 30.03% 6.34% 97430 0.09%
holders 7,068,492
The proposal is denied.
9. Distribution plan of retained profit prior to this issuing of new shares
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders 111,471,977 51,740,744 46.42% 52.67% 0.91%
in the 58,712,025 1,019,208
meeting
A-share
70,826,005 18,260,694 16.38% 46.33% 0.83%
holders 51,643,533 921,778
B-share
40,645,972 33,480,050 30.03% 6.34% 97,430 0.09%
holders 7,068,492
The proposal is denied.
10. Expiration period of the resolution
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,740,744 46.42% 52.65% 0.94%
in the 58,684,525 1,046,708
meeting
A-share
70,826,005 18,260,694 16.38% 46.30% 0.85%
holders 51,616,033 949,278
B-share
40,645,972 33,480,050 30.03% 6.34% 97,430 0.09%
holders 7,068,492
The proposal is denied.
(III) The proposal of the preplan to issue A-shares privately in year 2011 (special resolution)
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,471,977 51,701,894 46.38% 52.59% 1.03%
in the 58,618,922 1,151,161
meeting
A-share
70,826,005 18,221,844 16.35% 46.25% 0.95%
holders 51,550,430 1,053,731
B-share
40,645,972 33,480,050 30.03% 6.34% 97,430 0.09%
holders 7,068,492
The proposal is denied.
(IV) The proposal of the feasibility report on application of the proceeds from issuing of
A-shares privately in year 2012 was approved
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
211978333 152,208,250 71.80% 27.61% 0.58%
in the 58,531,472 1,238,611
meeting
A-share
211,978,333 104,960,080 49.51% 24.28% 0.54%
holders 51,462,980 1,141,181
B-share
合计 47,248,170 22.29% 3.33% 97,430 0.05%
holders 7,068,492
The proposal is approved.
(V) The proposal on requesting the shareholders’ meeting to authorize the Board to practice
the private issuing of A-shares with full authority was approved
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
211978333 152,208,250 71.80% 27.47% 0.73%
in the 58,231,472 1,538,611
meeting
A-share
211,978,333 104,960,080 49.51% 24.14% 0.68%
holders 51,162,980 1,441,181
B-share
合计 47,248,170 22.29% 3.33% 97,430 0.05%
holders 7,068,492
The proposal is approved.
(VI) The proposal to enter the conditional share subscribing contract with Shenzhen Banglin
Technology Development Co., Ltd.
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111471977 51,701,894 46.38% 52.41% 1.21%
in the 58,421,272 1,348,811
meeting
A-share
40,645,972 18,221,844 16.35% 46.07% 1.12%
holders 51,352,780 1,251,381
B-share
111,471,977 33,480,050 30.03% 6.34% 97,430 0.09%
holders 7,068,492
The proposal is denied.
(VII) The proposal about subscribing of shares privately by the largest shareholder that is a
related transaction
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111471977 51,701,894 46.38% 52.28% 1.33%
in the 58,282,772 1,487,311
meeting
A-share
70,826,005 18,221,844 16.35% 45.94% 1.25%
holders 51,214,280 1,389,881
B-share
40,645,972 33,480,050 30.03% 6.34% 97,430 0.09%
holders 7,068,492
The proposal is denied.
As the related parties, Shenzhen Banglin Technology Development Co., Ltd., Shenzhen Shilihe
Investment Co., Ltd., Shengjiu Investment Co., Ltd., and Mr. Xiong Jianming avoided from voting
of the above proposal (II), (III), (VI), and (VII).
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.
April 6, 2012
