Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-32
China Fangda Group Co., Ltd.
The Resolutions of the 3rd Provisional Shareholders’ 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
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, July 20, 2012, (Friday)
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. Circular on calling the meeting was served on July 5, 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 as the
followings:
(1) The proposal of revising the plan of providing guarantees to fully-owned subsidiaries of the
Company, released on June 30, 2012
(2) The “Proposal of Returnings for Shareholders’ in the coming three years (2012-2014), the
“Proposal of Revising the Articles of Association”, the “Proposal of Providing Guarantee to the
Fully-owned Subsidiaries of the Company”, released on July 5, 2012.
Presenting of the meeting: the Directors, Supervisors, Executives, legal representatives, and the
sponsor presented or observed the shareholders’ provisional meeting.
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): 6, representing 143,794,729 shares accounted for 19% of the
total voting shares.
In which:
(1) Presenting of A-share holders:
Number of A-share holders (proxies): 3, representing 119,008,148 shares accounted for28.27% of
total voting A-shares.
(2) Presenting of B-share holders:
Number of B-share holders (proxies): 3, representing 24,786,581 shares accounted for 7.38% of
total voting B-shares.
IV. Voting results of the proposals
(I) The proposal of revising the plan of providing guarantees to fully-owned subsidiaries of the
Company was adopted with:
In favor Rate
Representing Objection Objection Waived Waiving
(shares) of in
Shares (shares) Rate (shares) Rate
favor
Entire
shareholders
143,794,729 111,561,103 77.58% 32,233,626 22.42% 0 0
in the
meeting
A-share
119,008,148 86,774,522 72.91% 32,233,626 27.09% 0 0
holders
B-share
24,786,581 24,786,581 100% 0 0 0 0
holders
(II) The “Proposal of Returnings for Shareholders’ in the coming three years (2012-2014)
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
143,794,729 143,794,729 100% 0 0 0 0
in the
meeting
A-share
119,008,148 119,008,148 100% 0 0 0 0
holders
B-share
24,786,581 24,786,581 100% 0 0 0 0
holders
(III) The “Proposal of Revising the Articles of Association” was adopted
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
143,794,729 143,794,729 100% 0 0 0 0
in the
meeting
A-share
119,008,148 119,008,148 100% 0 0 0 0
holders
B-share
24,786,581 24,786,581 100% 0 0 0 0
holders
(IV) The proposal of providing guarantee to the fully-owned subsidiaries of the Company was
adopted.
Rate
Representing In favor Objection Objection Waived Waiving
of in
Shares (shares) (shares) Rate (shares) Rate
favor
Entire
shareholders
143,794,729 111,561,103 77.58% 32,233,626 22.42% 0 0
in the
meeting
A-share
119,008,148 86,774,522 72.91% 32,233,626 27.09% 0 0
holders
B-share
24,786,581 24,786,581 100% 0 0 0 0
holders
The above proposal (I), (III), and (IV) are special resolutions only adopted with over 2/3 of the
total votes available at the meeting.
V. Lawyers’ opinion
1. Name of the law firm: V&T Law Firm
2. Names of the lawyers: Guo Leiming, Huang Xiaoya
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.
July 21, 2012
