方大A2004年度股东大会决议公告(英文版)

Stock Code: 000055、200055 Stock ID: Fang-Da A， Fang-Da B Announcement No.: 2005-13FANGDA GROUP CO.， LTD.

ANNOUNCEMENT OF THE RESOLUTION PASSED IN

2004 GENERAL SHAREHOLDERS’ MEETING

The management of the Company and members of the Board hereby declare to be responsible for

the truthfulness， accuracy， and integrity of this announcement and will take related liability forany false record， misleading statements or significant omission exist in the announcement.I. Important hints:

In the meeting term， no proposals were added， rejected or changed.II. The situation of the meeting

1. Time: 9:30 a.m. on May 27， 2005

2. Place: The multifunctional meeting room at the first floor of Fangda Plaza of the Company

3. Means: Live voting

4. Caller: The Board of Directors of the Company

5. Presider: Xiong Jianming， Chairman of the Board

6. The notification of the meeting was issued on April 21， 2005. The topics and the contents of the

meeting were published in China Securities Journal， Security Times and Hong Kong Commercial

Daily (English Version) in the same day.

7. The calling of the meeting accorded with “The Company Law”， “The regulations of stock’scoming into the market” and “The Company Constitution”.III. The present situation of the meeting

1. General present situation:

11 Shareholders (Deputies)， presenting 130，909，298 shares， which was 44.17% of the total

shares which had the voting rights in the Company.

2. Present situation of holders of social public share:

4 holders of social public share (Deputies)， presenting 48，200 shares， which was

0.11% of the social public shares which had the voting rights in the Company.

3. Present situation of B Share:

4 holders (deputies) of B Share， presenting 21，829，098 shares， which was 15.02% of B Shares

which had the voting rights in the Company.IV. The Situation of discussion and voting of the proposals:

1. The meeting discussed and approved the proposal about retaining Shenzhen Tianjian Xinde

CPAs to audit the balance and profit condition of the Company from 2001 to 2003.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

2. The meeting discussed and approved the proposal about retaining CPAs to audit 2003 financial

condition again.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

3. The meeting discussed and approved 2003 financial and fiscal report forms and notes of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

4. The meeting discussed and approved the proposal about retaining CPAs to audit 2004 financial

condition of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

5. The meeting discussed and approved 2004 Work report of the President of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

6. The meeting discussed and approved 2004 Work Report of the Board of Directors of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

7. The meeting discussed and approved 2004 Work report of the Supervisory Committee of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

8. The meeting discussed and approved the proposal about canceling bad accounting preparation

of payment receivable of the Company after verification.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

9. The meeting discussed and approved 2004 Financial Balance Report of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

10. The meeting discussed and approved the proposal about profit distribution and capitalization

of public reserves of 2004 of the Company.

(1) General voting situation:

128，524，100 shares affirmative， account for 98.18% of the total share equity in the meeting;

0 shares objection; 2，385，198 shares waive， account for 1.82% of the total share equity in the

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

11. The meeting discussed and approved 2004 Annual Report and its abstract of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

12. The meeting discussed and approved the proposal about offsetting loss with surplus public

reserves and capital public reserves of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

13. The meeting discussed and approved the proposal about retaining CPAs in 2005.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

14. The meeting discussed and approved the proposal about reelection of this term of the Board of

Directors of the Company.

Mr. Xiong Jianming was elected director of the 4th term of the Board of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.Mr. Zhu Weiping was elected director of the 4th term of the Board of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.Mr. Wang Shengguo was elected director of the 4th term of the Board of the Company.public share:

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0 shares

objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.Mr. Xiong Jianwei was elected director of the 4th term of the Board of the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.Ms. Shao Hanqing was elected independent director of the 4th term of the Board of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.Mr. Zhen Xueding was elected independent director of the 4th term of the Board of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.Mr. Wen Simei was elected independent director of the 4th term of the Board of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.The Company had submitted relevant materials of independent directors to China Securities

Regulatory Commission， Shenzhen Administration and Shenzhen Stock Exchange according toregulations concerned. And the above-mentioned departments didn’t show any objection.

15. The meeting discussed and approved the proposal about reelection of this term of the

Supervisory Committee of the Company.Mr. Li Bangyan was elected a member of the 4th term of the Supervisory Committee of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.Mr. Song Wenqing was elected a member of the 4th term of the Supervisory Committee of

the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

16. The meeting discussed and approved the scheme about allowance of the 4th term of directors

(including independent directors) and members of the Supervisory Committee.

(1) General voting situation:

128，524，100 shares affirmative， account for 98.18% of the total share equity in the meeting;

0 shares objection; 2，385，198 shares waive， account for 1.82% of the total share equity in the

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

17. The meeting discussed and approved the scheme about salary of the 4th term of senior

managements of the Company.

(1) General voting situation:

128，524，100 shares affirmative， account for 98.18% of the total share equity in the meeting;

0 shares objection; 2，385，198 shares waive， account for 1.82% of the total share equity in the

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

18. The meeting discussed and approved the proposal about setting up Board funds of the

Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

19. The meeting discussed and approved the proposal about 2005 comprehensive line of credit of

the Company.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

20. The meeting discussed and approved the revisional draft of “Company Constitution”

(approved through special decision).

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.

21. The meeting discussed and approved the revisional draft of “Discussion Regulation of GeneralShareholders’ Meeting”.

(1) General voting situation:

130，444，100 shares affirmative， account for 99.64% of the total share equity in the meeting;

meeting.

(2) The voting situation of holders of social public share:

48，200 shares affirmative， account for 100% of the total public shares in the meeting; 0

shares objection; 0 shares waive.

(3) The voting situation of holders of B Share:

21，363，900 shares affirmative， account for 97.87% of the total B shares in the meeting; 0

shares objection; 465，198 shares waive， account for 2.13% of the B shares in the meeting.VI. Legal opinion offered by lawyer

1. Name of law firm:WIN & SUN LAW FIRM

2. Name of layer: Mr. Sun Yang

3. Last opinion: The procedures of the meeting regarding calling， holding， qualification of

delegates， and voting are complying with the relative laws， regulations and the Article of

Association. The resolutions adopted on the meeting is legal and valid.

Fangda Group Co.， Ltd.

Board of Directors

May 28， 2005