NINGBO FUDA CO.,LTD (600724)

Related-party Transaction Approved

At the 1st 2008 Extraordinary Meeting of Shareholders, held on 18 Aug 2008, the following proposals were examined and approved:

1. a proposal related to an asset swap and purchase via a private placement
The company plans to exchange its tap water and waste disposal businesses with the commercial and residential property development business of Ningbo Urban Construction Investment Holding Co., Ltd., the controlling shareholder of the company. Due to a shortfall of RMB 8.44 bln between the assessed value of assets to be swapped, the company plans to place 1,113,106,107 A-shares at RMB 7.58 per share with Ningbo Urban Construction Investment Holding, as consideration in the transaction.

2. a feasibility study on the aforementioned asset swap and purchase via private placement
3. an analysis of the effects of the aforementioned asset swap and purchase via private placement
4. a statement regarding the fairness of pricing in the asset purchase via private placement
5. an agreement on asset swap and purchase via private placement
6. a supplementary agreement on asset swap and purchase via private placement
7. a related-party transaction announcement pertaining to an asset swap and purchase via private placement
8. to request a meeting of shareholders to exempt Ningbo Urban Construction Investment Holding from tender offer obligation triggered by the holding increase
9. statements on the use of previously-raised funds
10. a related-party transaction report pertaining to an asset swap and purchase via a private placement
11. an agreement on compensation for the net profit spread between the actual earnings and the company's projection for the Central Business District
12. a framework agreement on continued related-party transactions
13. an agreement on entrusting certain commercial properties in the Heyi Road Riverside Recreation project
14. management rules for the use of raised funds

Board of Directors
18 Aug 2008


Source: Shanghai Stock Exchange

Date: 19 Aug 2008

CN01/ZZ /SW/BT/KM


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