CHINA FANGDA GROUP CO., LTD — Proxy Solicitation & Information Statement 2006

Apr 22, 2006

China Fangda Group Co., Ltd. Announcement No. 2006-27

Stock Code: 000055、200055 Stock ID: G Fangda A, Fangda B

China Fangda Group Co., Ltd.

Notification About Convening Of The Shareholders’ General Meeting 2005

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.

I. Meeting Profile

1. Time/date: 9:30 AM, May 12[th] 2006 (Friday)

the meeting will last for half a day

1. Venue: Multi-function Hall at the ground floor of Fangda Building, Kejinan No.12 Road, South Section of Shenzhen Hi-tech Zone.

2. Convener: The Board of Directors of the Company

3. Way of voting: vote on site.

4. People qualified for the meeting:

5. 1） Shareholders of the Company or their proxies as registered by the Shenzhen Office of China Securities Depository & Clearing Corporation Ltd. at the closing of market in the afternoon of May 10[th] 2006. The proxies of the shareholders are not necessarily the shareholders of the Company.

6. 2） Directors, supervisors and senior managements of the Company.

7. 3） Lawyers employed by the Company.

II. Agendas of the meeting

1. Title of the proposals:

2. 1） Annual Report of the President for Year 2005;

3. 2） Annual Report of the Board of Directors for Year 2005;

4. 3） Annual Report of the Supervisory Committee for Year 2005;

5. 4） The proposal of employing the CPAs for year 2005;

6. 5） Financial Settlement Report of the Company for Year 2005;

7. 6） The proposal of dividend distribution and capitalization of common reserves for year 2005;

8. 7） Annual Report 2006 of the Company and its summary version;

9. 8） The proposal of employing the CPAs for year 2006;

10. 9） The draft of revised Articles of Association;

10） The draft of revised Rules of Shareholders’ Meeting; 11） The draft of revised Rules of Board of Directors;

1. Disclosing of above information: for details of above proposals please go to the Resolutions of the 7[th] Meeting of the 4[th] Board of Directors, and Resolutions of the 10[th] Meeting of the 4[th] Board of Directors, and Resolutions of the 6[th] Meeting of the 4[th] Supervisory Committee published on January 14[th] 2006 and April 22[nd] 2006 issues of Securities Times, China Securities Times, Shanghai Securities Daily and Hong Kong Commercial Daily.

III. Registration for the meeting

1. Way of registering: Proxy who is representing a legal person shall carry the Power of Attorney, Shareholding Evidence and ID card to register; Public shareholders shall carry the ID card, shareholders’ account card, and effective evidence provided by the stock dealer to register; Proxies shall carry the ID card, Power of Attorney, the shareholders’ account card, and evidence of shareholding to register. Postal and facsimile registration are acceptable in case of the shareholder is not in the city.

2. Registration time: May 11[th] 2006 (8:30 am-11: 30am, 1:30pm-4: 30pm);

3. Address for registration: the Secretary Office of the Board of the Company. Fangda Town, Longjin, Xili, Nanshan, Shenzhen Post code: 518055.

IV. Misc.

1. Liaison of the meeting: Liaison: Ms. Cao Tel: 86（755）26788571-6622 Fax: 86（755）26788353

2. Expenses: shareholders shall handle their own accommodation and transportation expenses.

VII. Power of Attorney (Enclosed)

The Board of Directors of China Fangda Group Co., Ltd. April 22, 2006

Attachment:

Power of Attorney

Power of Attorney	Power of Attorney	Power of Attorney	Power of Attorney	Power of Attorney
This is to entrust Mr./Ms. to present the Shareholders’ General Meeting 2005 of China Fangda Group Co., Ltd. on behalf of our company (me) and exercise the rights of voting. Consigner (company) (Name): Consigner’s ID card NO.: Consigner’s amount of shareholding: Consigner’s stock account: Attorney’s Name: Attorney’s ID card NO.: Stamp (signature)of the consigner: Date:
No.	Instructions on votings:	Affirmative	Objection	Waive
1	Annual Report of the President for Year 2005;
2	Annual Report of the Board of Directors for Year 2005;
3	Annual Report of the SupervisoryCommittee for Year 2005;
4	Theproposal of employingthe CPAs foryear 2005;
5	Financial Settlement Report of the Companyfor Year 2005;
6	The proposal of dividend distribution and capitalization of common reserves foryear 2005;
7	Annual Report 2005 of the Companyand its summaryversion;
8	Theproposal of employingthe CPAs foryear 2006;
9	The draft of revised Articles of Association
10	The draft of revised Rules of Shareholders’ Meeting
11	The draft of revised Rules of Board of Directors
Note: Please tick in the proper cells. Unclear modification is not valid. The proxies may vote on his/her own decision in case of no instruction has beengiven.