Stock Code: 000055,200055      Stock ID: Fangda Group, Fangda B      Announcement No.:

2012-41



                        China Fangda Group Co., Ltd.
     Resolutions of the 16th 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 meeting notices by means of written and fax on October 18, 2012. The
16th meeting of the 6th term of Board of Directors was held in the meeting room of
the Company in the afternoon of October 29, 2012. 6 of the 7 directors presented the
meeting, independent director Huang Yaying absented the meeting for business
engagement, and he entrusted independent director Guo Jinlong to vote on his behalf
and issue the independent opinion. The meeting was hosted by Chairman Xiong
Jianming and was complying with the provisions set out by the Company Law and the
Article of Association of the Company. The resolutions were adopted by the meeting
as the followings:
I. The 3rd Quarterly Report of 2012 (full text and official text)
II. The proposal of hiring auditing body for year 2012
Ascenda Certified Public Accountants – the former auditing body of the Company has
merged with Jingdu Tianhua CPA (limited liability partnership). Jingdu Tianhua CPA
was remained as the legal entity after the merger and renamed to “Grand Thornton
China (limited liability partnership)”. For purpose of keep the coherence and stability
of external auditing work, the Auditing Committee proposed to hire Grand Thornton
China (limited liability partnership) as the CPA of the Company for year 2012. The
auditing fee will be RMB1.3 million, and with term of one year. This was to the
consent of the Board of Directors in advance.
III. The proposal about establishing of Fangda Town Development Co.
For the purpose of long-term development and maxinum benefit of the Company, the
Company is planning to establish Fangda Town Development Co. with capital of
RMB10 million which will be invested solely by the Company.
The above proposals are passed by 7 in favor, 0 objection and 0 waive.
The above two proposals are subject to be approved by the shareholders’ meeting
which will be noticed otherwise.
The above is for the attention of the shareholders.
                                                    China Fangda Group Co., Ltd.
                                                         The Board of Directors
                                                             October 31, 2012