方 大B:第六届董事会第四次会议决议公告(英文版)2011-08-24
Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2011-25
China Fangda Group Co., Ltd.
Resolutions of the 4th Meeting of the 6th Term of Board
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.
The Board of Directors of China Fangda Group Co., Ltd. (“The Company” hereinafter)
delivered the meeting circulars by means of written and fax notices on August 19, 2011. The 4th
meeting of the 6th term of Board of Directors was held in the meeting room of the Fangda
Building in the afternoon of August 23, 2011. 5 of the 7 directors presented the meeting. Director
Ms. Shao Hanqing absented due to business engagement. She entrusted director Mr. Guo Jinlong
to vote on her behalf. Director Mr. Wang Shengguo absented due to business engagement. He
entrusted director Mr. Xiong Jianwei to vote on his behalf. The meeting is complying with the
provisions set out by the Company Law and the Article of Association of the Company. Chairman
Xiong Jianming hosted the meeting. The following resolutions were adopted:
1. The proposal of external investment
Along with growth of the Company’s businesses, the Company has been expanding its
operation in western areas of the country. Production has been falling behind demand. In order to
and optimize the geographical distribution of industries and implement the company's strategy to
strengthen and expand dominant industries, the Board of Directors has decided to setup the
western headquarter and production base in Chengdu. The new base will expand the productivity
of energy saving curtain walls, railway equipment, and semi-conductor lighting products. The
whole project is planned with investment of RMB1 billion and scheduled to be constructed in
multiple stages.
The legal representative and executive team are authorized to handle related procedures and
sign related documents.
2. The proposal of continuing to use part of the idle capital from share issuing to
support working capital
It was proposed to continue using the not-more-than RMB30 million of idle raised capital to
support the working capital upon approving of this proposal. The amount is not more than 10% of
the net amount of raised capital and will no longer than 6 months. This will not alter the proposed
functions of the capital raised, and will not influence the normal operation of the capital raised.
As of August 19, 2011, the Company has already returned all of the raised capital amounted
to RMB30 million to the special account, and the sponsoring body and representatives have been
informed about the situation.
3. The proposal of replacing members of the Strategy Committee of the 6th term of
Board
Replace members of the Strategy Committee according to relevant provisions. As elected, Mr.
Xiong Jianming will assume chief commissioner of the Strategy Committee of the 6th term of
Board, while Ms. Shao Hanqing, Mr. Wang Shengguo and Mr. Zhou Zhigang will be the
commissioners for the same term of the 6th term of Board.
4. The proposal to revise the Rules of Information Disclosure
Before Revised After
Article XIV. The Supervisory To delete: “and Article XIV. The Supervisory
Committee is responsible to oversee shall inspect Committee is responsible to oversee
implementing of these rules and occasionally or implementing of these rules. If any
shall inspect occasionally or regularly on material default were found with the
regularly on implementing of these implementing of rules, the Supervisory Committee
rules. If any material default were these rules” shall promote the Board to undertake
found with the rules, the Supervisory appropriate action or revise these
Committee shall promote the Board rules when needed. If the Board
to undertake appropriate action or refused to put it right, the
revise these rules when needed. If Supervisory Committee may report
the Board refused to put it right, the to Shenzhen Stock Exchange.
Supervisory Committee may report Announcement of the Supervisory
to Shenzhen Stock Exchange. Committee shall be released upon
Announcement of the Supervisory verification of Shenzhen Stock
Committee shall be released upon Exchange.
verification of Shenzhen Stock
Exchange.
Article XV. The Supervisory This article is Subsequent article numbers are
Committee shall issue annual deleted in whole. altered accordingly.
assessment report on implementing
of these rules, and have it disclosed
along with the Supervisory
Committee’s Report in the Annual
Report.
The complete texts of the information disclosure system of China Fangda Group Co., Ltd. are
available on the official website (http//www.cninfo.com.cn) authorized by China Securities
Regulatory Commission.
The above proposals were passed with 7 votes in favor, 0 objection, and 0 waive.
Proposal No.1 is subject to examination of the Shareholders’ Meeting. Date of the
Shareholders’ Meeting will be announced otherwise.
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
The Board of Directors
August 25, 2011