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

Dec 22, 2006

China Fangda Group Co., Ltd. Announcement No. 2006-41

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

China Fangda Group Co., Ltd. Notice on Convening of the 1[st] Shareholders’ Special Meeting 2007

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. Profile of the meeting

1. Time/Date of the meeting: 9:30 AM, January 8[th] 2007 (Monday), the meeting will last for half a day.

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

3. Convener: The Board of Directors of the Company

4. Way of voting: vote on site.

5. People qualified for the meeting:

   • 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 December 28[th] 2006. The proxies of the shareholders are not necessarily the shareholders of the Company.

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

   • 3） Lawyers employed by the Company.

II. Agendas of the meeting

1. Title of the proposals:

1）Proposal on replacing the CPA for A-shares of the Company for year 2006. 2）Proposal on replacing the CPA for B-shares of the Company for year 2006. 2. Situation of information disclosing: Details of above proposals are published with the “Announcement of resolutions of the 14[th] meeting of the 4[th] term of board” published by China Securities Journal, Securities Times, Shanghai Securities Daily， Hong Kong Commercial Daily and www.cninfo.com.cn on December 23[rd] , 2006. 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. Time for registration: January 5[th] 2007 (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. Wang 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. December 23rd, 2006

Annexes:

Power of Attorney

Annexes:	Annexes:	Annexes:	Annexes:	Annexes:
Power of Attorney
I(we) hereby empower Mr.(Ms.) _____________ to present the 1stShareholders’ Special Meeting of 2007of China Fangda Group Co., Ltd. on behalf of me (our company).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	Proposal on replacing the CPA for A-shares of theCompanyforyear 2006.
2	Proposal on replacing the CPA for B-shares of theCompanyforyear 2006.
Note: Please tick in the proper cells. Unclear modification is not acceptable. The proxies may vote onhis/her own decision in case of no instruction has beengiven.