Stock Code: 000055,200055 Stock ID: Fangda Group, Fangda B
Announcement No.: 2011-32
China Fangda Group Co., Ltd.
Resolutions of the 5th 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)
served the meeting notices by means of written and fax on October 17, 2011. The 5th
meeting of the 6th term of Board of Directors was held in the meeting room of the
Company in the afternoon of October 27, 2011. 6 of the 7 directors presented the
meeting, independent director Guo Jinlong absented the meeting for business
engagement, and he entrusted independent director Huang Yaying to vote on his
behalf and issue the independent opinion. The meeting was hosted by Chairman
Xiong Jianming and was complying with the provisions set out by the Company Law
and the Article of Association of the Company. The resolutions were adopted by the
meeting as the followings:
I. The full text and official text of the 3rd Quarterly Report 2011;
II. The proposal to apply for issuing of A shares privately;
Basing on the Company Law of PRC, Securities Law of PRC, Administration Rules
of PLCs and Share Listing, Detailed Regulations of Private Issuing of Shares, and
related laws, regulations and documents, with reference to related qualifications,
conditions, and requirements of private share issuing, the Company is considered
qualified to issue A shares privately.
III. Preplan of Private Issuing of A Shares in 2011 (voted on each item)
1. Way of issuing
This issuing of shares will be done by way of private issuing in appropriate time in six
months since the application was approved by China Securities Regulatory
Commission (CSRC).
2. Type and face value of shares to be issued
Shares issued are RMB common shares (A shares) with face value of RMB1.00 per
share.
3. Amount to be issued
The amount of A shares to be issued will not greater than 99.6 million shares
(included). Each subscriber, along with his/her act-in-concert parties, shall not
subscribe more than 30% (included) of the total amount of shares issued this time. If a
particular subscriber, along with his/her act-in-concert parties, is already holding the
Company’s shares, then the sum of existing shares and the newly subscribed shares
shall not greater than 30% (included) of the total amount of shares issued this time.
The amount of shares exceeding the limit will be regarded as invalid.
In case ex-dividend or ex-interest events happened during the period from pricing
determine day to issuing day, such as dividend distribution, bonus shares, or
capitalizing of common reserves, the above amount shall be adjusted correspondingly.
Under the above conditions, it is proposed to the Shareholders’ Meeting to authorize
the Board to finalize the amount according to the practical situation and negotiation
with the sponsor (main dealer).
4. Objects and way of subscription
The objects of this issuing will be the security investment fund manager, security
broker, trust investment company, financial company, insurance organization investor,
overseas investment organization and other organization investors and natural person
complying with the regulations of China Securities Regulatory Commission. Number
of subscribers shall not more than 10 and subscription shall be in cash.
5. Pricing ex-date and price
The pricing ex-date will be the day when the announcement of resolutions of the 5th
meeting of the 6th term of Board (October 29, 2011). The price will not lower than
90% of the average price in 20 days prior to the ex-day, namely not lower than
RMB4.73 per share. The price will be finalized upon approval of China Securities
Regulatory Commission and consulting to the institutional investors by the issuer and
the sponsor. In case ex-dividend or ex-interest events happened during the period
from pricing determine day to issuing day, such as dividend distribution, bonus shares,
or capitalizing of common reserves, the price shall be adjusted correspondingly.
The average price in 20 days prior to the ex-day = Total value of share trading in 20
days prior to the ex-day ÷total amount of shares traded in 20 days prior to the ex-day.
6. Arrangement of trade-limitation period
Shares subscribed by particular subscribers at this private issuing are not allowed to
be transferred in 12 months since the closing day of this private issuing.
7. Place of listing
Upon expiration of the above mentioned limitation period, the said shares will be
listed and traded in Shenzhen Stock Exchange.
8. Projected amount and usage of the proceeds
Fund raised from this private issuing will not more than RMB471.21 million, after
covering of the issuing expenses, the fund will be invested to energy-saving curtain
wall production base in Chengdu and Beijing, and construction of marketing network.
Details are as the following:
Investment Projected investment from the
No. Items
RMB0’000 finance raised (RMB0’000)
Energy-saving curtain wall
1 26,544 23,651
production base in Chengdu
Energy-saving curtain wall
2 18,765 17,428
production base in Beijing
Construction of marketing
3 6,042 6,042
network
Total 51,351 47,121
The practical proceeds will not exceed the total needs of the above projects, the short
part will be covered by the Company’s own finance. Under the condition of not
making any change in the above projects, the Board will adjust the order and amount
of investment according to practical needs. The Company will carry forward the
above projects with bank loans or the Company’s own capital according to the need of
project progress before the capital raised in this issuing of shares is inputted. Upon
available of the raised capital, the loans and capital invested previously will be
substituted.
9. Distribution plan of retained profit prior to this issuing of new shares
Upon accomplishing of the issuing, the new shareholders will share the retained profit
of the current year and accumulated from previous years along with the existing
shareholders.
10. Valid period of the resolution
The resolution about issuing of new shares will be effective in 12 months since it was
passed by the Shareholders’ Meeting.
IV. Preplan of private issuing of A shares in 2011;
“The preplan to issue new A shares privately in 2011 of China Fangda Group Co.,
Ltd.” is available with Securities Times, China Securities Journal, Shanghai Securities
Daily, Hong Kong Commercial Daily, and http://www.cninfo.com.cn dated October
29, 2011.
V. The feasibility report of private issuing of A shares in year 2011
The Feasibility Report of Private Issuing of A shares in 2011 and Application of
Proceeds of China Fangda Group Co., Ltd. is available on the official website
(http//www.cninfo.com.cn) of Shenzhen Stock Exchange on October 29, 2011.
VI. Proposal on requesting the Shareholders’ Meeting to authorize the Board
with full responsibility and power on the practical issues related to the private
issuing of new shares in 2011
In view of smooth implementation of the preplan of private issuing in 2011, the Board
request the Shareholders’ Meeting to authorize the Board with full responsibility and
power on the practical issues related to the private issuing of new shares, including
but not limited to:
(1) Produce and implement operational plans for the private issuing according to the
practical situation regarding timing, amount of issuing, start and terminate date,
issuing price, way of issuing, selection of objects, way of subscription, portion of
subscription, and other issues related to way of deciding the issuing price.
(2) To undertake filing works regarding the projects to be invested by the raised fund,
to sign material contracts needed in the process of investing in the target projects;
(3) To employ agencies such as sponsors and undertake filing procedures for the
private issuing;
(4) To the extend approved by the resolutions of the Shareholders’ Meeting, to make
adjustment on the practical arrangement of the invested projects;
(5) To modify the capital registration, the related clauses of Articles of Association,
and alter the business registration according to the results of this private issuing;
(6) Upon accomplishing of the private issuing, to undertake procedures with
Shenzhen Stock Exchange regarding the locking of listing date of the newly issued
shares;
(7) To take care other issues related to the private issuing;
(8) If the regulatory department of the government has new regulations on private
issuing of shares, to make corresponding adjustment on the practical plan of private
issuing in accordance with the new policies or regulations.
This authorization is effective in 12 months since it was approved by the
Shareholders’ Meeting.
The above proposals are passed by 7 in favor, 0 objection and 0 waive.
The above proposal II - VI are subject to the examination and approval of the
Shareholders’ Meeting. Date and time of the Shareholders’ Meeting will be noticed
otherwise.
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
The Board of Directors
October 29, 2011
