Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2014-08 China Fangda Group Co., Ltd. Announcement on Resolution of the 2014 First Provisional Shareholders' Meeting The members of the Board, supervisors and senior management of the Company guarantee that the announcement is free from any false information, misleading statement or material omission and are jointly and severally liable for the information’s truthfulness, accuracy and integrity. 1. Important Statement No proposal has been added, rejected or changed during this meeting. 2. Particulars 1. Time/date: 9:30AM, January 24, 2014 (Friday) 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 January 9, 2014. 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 the following dates: (1) Announcement on Providing of Guarantee for Wholly-Owned Subsidiary was published on August 10, 2013; (2) Announcement on Providing of Guarantee for Shenzhen Fangda Property Development Co., Ltd. was published on January 4, 2014. (3) Announcement of China Fangda Group Co., Ltd. on Fangda Town Renovation Project Investment was published on January 9, 2014. 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. 3. Particulars about the delegates presented the meeting Number of shareholders (proxies): 8, representing 115,239,642 shares, accounting for 15.23% of the total voting shares of the Company. Including: (1) Presenting of A-share holders: Number of A-share holders (proxies): 4, representing 87,696,536 shares, accounting for 20.83% of the total voting A-shares of the Company. (2) Presenting of B-share holders: Number of B-share holders (proxies):4, representing 27,543,106 shares, accounting for 8.20% of the total voting B-shares of the Company. 4. Voting results of the proposals (1)Reviewing the proposal of providing guarantees for the Company's fully-owned subsidiaries (special resolution) Objecti Represented In favor Percentag Percentag Waived Percentag on shares (shares) e e (shares) e (shares) All shareholders 115,239,642 115,239,642 100% - - - - present All A-share holders 87,696,536 87,696,536 100% - - - - present All B-share holders 27,543,106 27,543,106 100% - - - - present (2) Reviewing Shenzhen Fangda Property Development Co., Ltd.’s application for bank credit and providing of a guarantee (Special Resolution); Represented In favor Percenta Objection Percentag Waived Percentag shares (shares) ge (shares) e (shares) e All shareholders 115,239,642 115,239,642 100% - - - - presented All A-share holders 87,696,536 87,696,536 100% - - - - present All B-share holders 27,543,106 27,543,106 100% - - - - present (3)Reviewing the proposal of investing on Fangda Town renovation project Represented In favor Percenta Objection Percentag Waived Percentag shares (shares) ge (shares) e (shares) e All shareholders 115,239,642 115,239,642 100% - - - - presented All A-share holders 87,696,536 87,696,536 100% - - - - present All B-share holders 27,543,106 27,543,106 100% - - - - present Proposal (1) and (2) are special resolutions and are adopted only with over 2/3 of votes at the meeting. 5. Lawyers’ Opinion 1. Law firm: V&T Law Firm 2. Lawyers: Guo Leiming and Zhen Shaona 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. 6. Reference 1. Legal Opinion 2. Shareholders' Meeting Resolution The above is for the attention of the shareholders. China Fangda Group Co., Ltd. Board of Directors January 25, 2014