Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2013-10
China Fangda Group Co., Ltd.
The Resolutions of Shareholders’ Annual Meeting 2012
The directors, supervisors, management and the Company acknowledge being responsible for
the truthfulness, accuracy, and completeness of the announcement and guarantee that the
announcement is free of any false record, misleading statement or significant omission.
I. Important Statement
No proposal has been added, rejected or changed during this meeting.
II. Particulars
1. Time/date: 9:30AM, April 18, 2013, (Thursday)
2. Venue: Multi-function Hall, Fangda Building 1/F
3. Way of meeting: Onsite
4. Caller: The Board of Directors of the Company
5. Host: Chairman Xiong Jianming
6. The notice of the meeting was issued on March 23, 2013. The agenda and related issues
were released on Securities Times, China Securities Journal, Shanghai Securities Daily, Hong
Kong Commercial Daily (English) and www.cninfo.com.cn on March 23, 2013.
7. Delegates at the meeting: directors, supervisors, senior executives and witness lawyers.
8. The meeting complies with the Company Law, Share Listing Rules, and the Articles of
Association of the Company.
III. Particulars about the delegates presented the meeting
Number of shareholders (proxies): 5, representing 112,441,303 shares, accounting for 14.86%
of the total voting shares of the Company.
Including:
(1) Presenting of A-share holders:
Number of A-share holders (proxies): 3, representing 86,774,522 shares, accounting for
20.61% of the total voting A-shares of the Company.
(2) Presenting of B-share holders:
Number of B-share holders (proxies): 2, representing 25,666,781 shares, accounting for
7.64% of the total voting B-shares of the Company.
IV. Voting results of the proposals
(1) Board of Directors’ Work Report 2012;
Objecti
Represented In favor Percentag Percentag Waived Percentag
on
shares (shares) e e (shares) e
(shares)
All
shareholders 112,441,303 112,441,303 100% - - - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
holders 25,666,781 25,666,781 100% - - - -
presented
(2) Supervisory Committee’s Annual Report 2012;
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 100% - - - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
holders 25,666,781 25,666,781 100% - - - -
presented
(3) Annual Report 2012 and the Summary;
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 100% - - - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
25,666,781 25,666,781 100% - - - -
holders
presented
(4) Financial Settlement Report 2012;
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 100% - - - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
holders 25,666,781 25,666,781 100% - - - -
presented
(5) Proposal of Dividend Distribution and Capitalization of Common Reserves for 2012;
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 100% - - - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
holders 25,666,781 25,666,781 100% - - - -
presented
(6) Proposal of Applying for Integrated Bank Credit (Special Resolution);
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 100% - - - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share 25,666,781 25,666,781 100% - - - -
holders
presented
(7) Proposal of approving Shenzhen Fangda Property Development Co., Ltd.’s
application for integrated bank credit and providing of guarantee (special resolution);
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 99.34% 737,750 0.66% - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
holders 25,666,781 25,666,781 97.13% 737,750 2.87% - -
presented
(8) Proposal of Providing Guarantee for the Company’s Fully-owned Subsidiary
(Special Resolution);
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 99.34% 737,750 0.66% - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
holders 25,666,781 25,666,781 97.13% 737,750 2.87% - -
presented
(9) Proposal of Engaging the Auditor for 2013;
Represented In favor Percenta Objection Percentag Waived Percentag
shares (shares) ge (shares) e (shares) e
All
shareholders 112,441,303 112,441,303 100% - - - -
presented
All A-share
holders 86,774,522 86,774,522 100% - - - -
presented
All B-share
holders 25,666,781 25,666,781 100% - - - -
presented
Proposal (6) and (8) are special resolutions are adopted only with over 2/3 of votes at the
meeting.
V. Listen to Independent Board Members' Work Report for the Year of 2012.
VI. Lawyers’ Opinion
1. Law firm: V&T Law Firm
2. Lawyers: Huang Xiaoya and Zhang Jing
3. Opinion: The convening and holding procedures, qualification of attendees, and voting
procedures of the meeting comply with provisions of applicable 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.
Board of Directors
April 19, 2013
