Stock Code: 000055、200055 Stock ID: Fangda Group Fangda B Announcement No.: 2012-18



                   China Fangda Group Co., Ltd.
       Resolutions of the 9th Meeting of the 6th Term of Board


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.


The Board of Directors of China Fangda Group Co., Ltd. (“The Company” hereinafter)
served the circular of meeting in terms of writing and fax on April 6, 2012. The 9th
meeting of the 6th term of Board of Directors was held in the meeting room of the
Company in the afternoon of April 18, 2012. The meeting was hosted by Chairman
Xiong Jianming. 6 of the 7 directors presented the meeting, director Xiong Jianwei
absented the meeting for business engagement, and he entrusted independent director
Wang Shengguo to vote on the meeting. The meeting is complying with the
provisions set out by the Company Law and the Articles of Association of the
Company. The resolutions adopted by the meeting as the followings:
1. The President’s Work Report 2011;
2. Board of Director’s Work Report 2011;
3. Financial Settlement Report 2011;
4. Profit distribution and capitalizing of capital reserves 2011;
The Company will not conduct profit distribution or capitalizing of reserves for year
2011. All profit will be used for business expanding in 2012.
5. Annual Report 2011 and the Summary
6. The 1st Quarterly Report 2012, full text and official text;
7. The proposal to apply for integrated bank credit and provide guarantee to the
fully-owned subsidiaries
(1) The Company is about to apply for RMB150 million of integrated credit from
Industrial Bank Co., Ltd. Shenzhen Huanggang Branch for term of one year. The
practical term will be determined by the contract engaged with the Bank. The credit
will be secured by Fangda Decoration and Fangda Automatic for term of one year.
The practical term will be determined by the contract engaged with the Bank.
(2) Fangda Decoration is about to apply for RMB150 million of integrated credit from
Industrial Bank Co., Ltd. Shenzhen Huanggang Branch for term of one year. The
practical term will be determined by the contract engaged with the Bank. The credit
will be secured by the Company for term of one year. The practical term will be
determined by the contract engaged with the Bank.
(3) Fangda Automatic is about to apply for RMB80 million of integrated credit from
Industrial Bank Co., Ltd. Shenzhen Huanggang Branch for term of one year. The
practical term will be determined by the contract engaged with the Bank. The credit
will be secured by the Company for term of one year. The practical term will be
determined by the contract engaged with the Bank.
The legal representative of the Company is authorized to handle the above three credit
application issues and engage contracts when necessary.
8. The proposal on revising the Articles of Association;
For details please see “Form of Revising the Articles of Association”.
9. Report on Introspective Assessment of Internal Control 2011;
10. Special report on saving and using of financial proceeds in 2011;
11. The proposal to alter the usage of part of Fangda Building;
The 18th floor of Fangda Building (1322.35 square meter) will no longer be used for
rent but used by the Company itself. Room 802 (224.68 square meter) will be used for
rent.
12. Proposal on calling of Shareholders’ Annual Meeting 2011;
The above proposals are passed by 7 affirmative voting, 0 objection and 0 waive.
The Articles of Association, the Report of Introspective Assessment on Internal
Control 2011, the Special report on saving and using of financial proceeds in 2011,
and the notice of holding the shareholders’ meeting 2011 will be published on the
official website of CSRC http://www.cninfo.com.cn.
The above proposal 2-5, 7, and 8 are subject to the examination of the Shareholders’
Annual Meeting 2011.
The above is for the attention of the shareholders.


                                              China Fangda Group Co., Ltd.
                                                  The Board of Directors
                                                       April 20, 2012
Attachment:
Fangda Group Co. Ltd Company Articles Draft and Revision Comparison Table

Term                     before modification                                 after modification
number

           Article 4 The company registered name: China       Article 4 The company registered name: Fangda
       1
           Fangda Group Company Limited                       Group Company Limited

           Article 13 Approved by the company registration,   Article 13 Approved by the company registration,
            the company operation business items are: new      the company operation business items are: new
            type construction material production and          type construction material production and
            management … photoelectricity display             management, …… photoelectricity display
            equipment, electronic display equipment,           equipment, electronic product and display
            audiovisual equipment……export of 30% total       equipment, audiovisual equipment……export of
            production.                                        30% total production
       2
                                                               The company main business includes building
                                                               curtain wall and material, railway
            The company shall set branches in Beijing,         transportation equipment (metro platform
            Shanghai, Guangzhou, Wuhan, etc. according         screen door, etc.)
            to the business needs.
                                                              The company shall set branches according to the
                                                              business needs.

           Article 50 Having decided to convene the           Article 50 Having decided to convene the
           shareholders general meeting by themselves, the        shareholders general meeting by themselves,
           board of directors or shareholders shall inform        the board of directors or shareholders shall
           the board of directors with written notice and         inform the board of directors with written
           submit to the local CSRC agency for record. The        notice and submit to the local CSRC agency
           meeting called by shareholders shall be conform        for record. The meeting called by shareholders
           to the conditions listed below:                        shall be conform to the conditions listed
       3                                                          below:
           1. the meeting caller shall not hold less 10%
            shares before the shareholders general meeting    1. the meeting caller shall not hold for over
            decision announcement;                                successive 90 days less 10% shares before the
                                                                  shareholders general meeting decision
              ……                                                announcement;

                                                                      ……