Stock ID: Fangda Group, Fangda B
China Fangda Group Co., Ltd.
Resolutions of the 1st Provisional Shareholders’ Meeting 2010
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: 9:30AM December 10, 2006 (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. Notice for calling of the meeting was served on November 24, 2010. 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 August 19 and November 24, 2010.
7. Convening of the meeting was complying with the provisions set out by the Company Law, The 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
5shareholders (attorneys), representing 72,226,611 shares at the meeting and accounted for 14.31% of the overall voting shares. In which:
(1) Presenting of A-share holders:
3 A share holders (attorneys), representing 62,778,324 shares, accounted for 22.36% of the overall voting A shares.
(2) Presenting of B-share holders:
2 B-share holders (attorneys), representing 9,448,287 shares at the meeting and accounted for 4.22% of the overall voting B-shares.
1
IV. Voting results of the proposals
(I) The proposal was adopted to relocate the proposed of energy saving curtain wall and
photoelectric curtain wall expanding projects financed by the share placing, and adding of new executing entity
Entire shareholders in the meeting A-share holders B-share holders Representing Shares In favor (shares) Rate of in favor Objection (shares) 0 0 0 Objection Rate 0 0 0 Waived Waiving (shares) Rate 0 0 0 0 0 0 72,226,611 72,226,611 100% 62,778,324 62,778,324 100% 9,448,287 9,448,287 100% (II) The proposal was adopted to acquire integrated credits from the bank and relative guarantee issues
Entire shareholders in the meeting A-share holders B-share holders Representing Shares In favor (shares) Rate of in favor Objection (shares) 0 0 0 Objection Waived Waiving Rate (shares) Rate 0 0 0 0 0 0 0 0 0 72,226,611 72,226,611 100% 62,778,324 62,778,324 100% 9,448,287 9,448,287 100% (III) The proposal to register for issuing of short-term bonds was adopted
Entire shareholders in the meeting A-share holders B-share holders Representing Shares In favor (shares) Rate Objection Objection Waived Waiving of in (shares) Rate (shares) Rate favor 0 0 0 0 0 0 0 0 0 0 0 0 72,226,611 72,226,611 100% 62,778,324 62,778,324 100% 9,448,287 9,448,287 100% (IV) Proposal on Amending the Articles of Association was adopted
Representing Shares In favor (shares) Rate of in favor Objection (shares) 0 0 0 Objection Rate 0 0 0 Waived (shares) 0 0 0 Waiving Rate 0 0 0 Entire shareholders in the meeting A-share holders B-share holders
72,226,611 72,226,611 100% 62,778,324 62,778,324 100% 9,448,287 9,448,287 100% 2
(V) The proposal to examine the External Investment Criteria
Entire shareholders in the meeting A-share holders B-share holders Representing Shares In favor (shares) Rate of Objectioin n favor (shares) 0 0 0 ObjeWaived Waiving ction (shares) Rate Rate 0 0 0 0 0 0 0 0 0 72,226,611 72,226,611 100% 62,778,324 62,778,324 100% 9,448,287 9,448,287 100% (VI) The proposal to examine the Related Transaction Criteria
Representing Shares In favor (shares) ObjeRate of Objectiction in on (sharfavor Rate es) 0 0 0 0 0 0 Waived (shares) 0 0 0 Waiving Rate 0 0 0 Entire shareholders in the meeting A-share holders B-share holders 72,226,611 72,226,611 100% 62,778,324 62,778,324 100% 9,448,287 9,448,287 100% (VII) The proposal to revise the Board of Directors’ Working Criteria
Representing Shares In favor (shares) ObjectiRate of on in (sharesfavor ) 0 0 0 Objection Rate 0 0 0 Waived Waiving (shares) Rate 0 0 0 0 0 0 Entire shareholders in the meeting A-share holders B-share holders
72,226,611 72,226,611 100% 62,778,324 62,778,324 100% 9,448,287 9,448,287 100% V. Lawyers’ opinion
1. Name of the law firm: V&T Law Firm 2. Name of the lawyer: Yang Lei, Yu Xibin.
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.
China Fangda Group Co., Ltd.
November 11, 2010
3
因篇幅问题不能全部显示，请点此查看更多更全内容