Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-24
China Fangda Group Co., Ltd.
The Resolutions of Shareholders’ Annual Meeting 2011
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: 9:30 AM, May 10, 2012, (Thursday)
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. The notice for holding of the meeting was served on April 20, 2012. The agendas and related
issues were released by Securities Times, China Securities Journal, Shanghai Securities Daily,
Hong Kong Commercial Daily (English) and www.cninfo.com.cn.
7. Delegates at the meeting: the directors, supervisors, senior executives, witness lawyers, and
representatives of the sponsor presented the shareholders’ 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): 7 representing 111,307,583 shares accounted for 14.71% of
the total voting shares.
In which:
(1) Presenting of A-share holders:
Number of A-share holders (proxies): 3, representing 86,908,950 shares accounted for 20.65 % of
total voting A-shares.
(2) Presenting of B-share holders:
Number of B-share holders (proxies): 4, representing 24,398,633 shares accounted for 7.26 % of
total voting B-shares.
IV. Voting results of the proposals
(1) The Board of Directors’ Work Report 2011;
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,307,583 111,307,583 100% - - - -
in the
meeting
A-share
86,908,950 86,908,950 100% - - - -
holders
B-share
24,398,633 24,398,633 100% - - - -
holders
(2) Supervisory Committee’s Annual Report 2011;
Representing In favor Rate of Objection Objection Waived Waiving
Shares (shares) in favor (shares) Rate (shares) Rate
Entire
shareholders
111,307,583 107,986,718 97.02% - - 3,320,865 2.98%
in the
meeting
A-share
86,908,950 86,908,950 100.00% - - - -
holders
B-share
24,398,633 21,077,768 86.39% - - 3,320,865 13.61%
holders
(3) Financial Settlement Report 2011;
Representing In favor Rate of Objection Objection Waived Waiving
Shares (shares) in favor (shares) Rate (shares) Rate
Entire
shareholders
111,307,583 107,986,718 97.02% - - 3,320,865 2.98%
in the
meeting
A-share
86,908,950 86,908,950 100.00% - - - -
holders
B-share
24,398,633 21,077,768 86.39% - - 3,320,865 13.61%
holders
(4) The proposal of dividend distribution and capitalization of common reserves for year 2011;
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,307,583 111,246,684 99.95% 60,899 0.05% - -
in the
meeting
A-share
86,908,950 86,869,251 99.95% 39,699 0.05% - -
holders
B-share
24,398,633 24,377,433 99.91% 21,200 0.09% - -
holders
(5) Annual Report 2011 and the Summary;
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,307,583 111,307,583 100% - - - -
in the
meeting
A-share
86,908,950 86,908,950 100% - - - -
holders
B-share
24,398,633 24,398,633 100% - - - -
holders
(6) The proposal about applying for integrated bank credit, and providing of guarantee for the
fully-owned subsidiaries; (Special resolution)
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,307,583 107,925,819 96.96% 60,899 0.06% 3,320,865 2.98%
in the
meeting
A-share
86,908,950 86,869,251 99.95% 39,699 0.05% - -
holders
B-share
24,398,633 21,056,568 86.30% 21,200 0.09% 3,320,865 13.61%
holders
(7) The proposal on revising the Articles of Association; (Special resolution)
Rate of
Representing In favor Objection Objection Waived Waiving
in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
111,307,583 111,246,684 99.95% 60,899 0.05% - -
in the
meeting
A-share
86,908,950 86,869,251 99.95% 39,699 0.05% - -
holders
B-share
24,398,633 24,377,433 99.91% 21,200 0.09% - -
holders
The above proposal VI and VII are special resolutions adopted only with over 2/3 of favorable
votes at the meeting.
V. Listen to independent board members' work report for the year of 2011.
VI . Lawyers’ opinion
1. Name of the law firm: V&T Law Firm
2. Names of the lawyers: Huang Xiaoya, 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.
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
May 11, 2012
