Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-06
China Fangda Group Co., Ltd.
Announcement on Providing Guarantee to Fully-owned Subsidiaries
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. Preface of the guarantee
The Company is about to provide Shenzhen Fangda Decoration Engineering Co., Ltd.
– the fully owned subsidiary, the guarantee for RMB500 million of integrated credit
from China Construction Bank Shenzhen Branch for term of one year, actual term
will be decided by the contract entered with the bank;
The Company is about to provide Shenzhen Fangda Decoration Engineering Co., Ltd.
– the fully owned subsidiary, the guarantee for RMB120 million of integrated credit
from CITIC Bank Shenzhen Branch for term of one year, actual term will be decided
by the contract entered with the bank;
The Company is about to provide Shenzhen Fangda Decoration Engineering Co., Ltd.
– the fully owned subsidiary, the guarantee for RMB60 million of integrated credit
from Shanghai Pudong Development Bank Ltd. Shenzhen Xin’an Branch for term of
one year, actual term will be decided by the contract entered with the bank;
The Company is about to provide Shenzhen Fangda Automatic System Co., Ltd. – one
of the fully-owned subsidiaries, a guarantee for the bank credit of RMB250 million
from China Construction Bank Shenzhen Branch. The guarantee was for one year, and
the actual term will be setout by the contract entered with the bank;
The Company is about to provide Shenzhen Fangda Automatic System Co., Ltd. – one
of the fully-owned subsidiaries, a guarantee for the integrated bank credit of RMB100
million from Shenzhen Development Bank Tairan Branch. The guarantee was for one
year, and the actual term will be setout by the contract entered with the bank.
The Company is about to provide Shenzhen Fangda Automatic System Co., Ltd. –
the fully owned subsidiary, the guarantee for RMB40 million of integrated credit from
Shanghai Pudong Development Bank Ltd. Shenzhen Xin’an Branch for term of one
year, actual term will be decided by the contract entered with the bank;
The Company is about to provide Fangda New Materials (Jiangxi) Co., Ltd. – the
fully-owned subsidiary, the guarantee for RMB58 million of integrated credit from
Communication Bank Ltd. Nanchang Beijing Road East Branch for term of one year,
actual term will be decided by the contract entered with the bank;
The Company is about to provide Fangda New Materials (Jiangxi) Co., Ltd. – the
fully-owned subsidiary, the guarantee for RMB50 million of integrated credit from
China Agriculture Bank Ltd. Nanchang High-tech Zone Branch for term of one year,
actual term will be decided by the contract entered with the bank;
The Company is about to provide Fangda New Materials (Jiangxi) Co., Ltd. – the
fully-owned subsidiary, the guarantee for RMB35 million of integrated credit from
China Import Export Bank Shanghai Branch for term of one year, actual term will be
decided by the contract entered with the bank;
The Company is about to apply a loan of RMB250,000,000.00 to China Construction
Bank Shenzhen Branch for term of one year. The loan is secured by the land
T205-0033 located on Kejinan Road 12, Nanshan High-tech Industrial Zone and
Fangda Science and Technologies Building (深房地字第 4000213951 号) under the
Company’s full possession, and guaranteed by Fangda New Material (Jiangxi) Co.,
Ltd., Shenzhen Fangda Decoration Engineering Co., Ltd. and Shenzhen Fangda
Automatic System Co., Ltd. – the subsidiaries of the Company. Actual term of the
loan will be decided by the contract entered with the bank.
On February 20, 2012, the 7th meeting of the 6th term of Board passed the “Proposal
on raising loans from the banks to support working capital”, and the “Proposal on
providing guarantees to the fully-owned subsidiaries” and approved the above
guarantees. The proposal was passed with 7 votes in favor, 0 objection, and 0 waive.
The above guarantees are subject to approval of the Shareholders’ Meeting, and no
related transaction is formed about these guarantees.
II. Profiles of the beneficiaries
1. Profiles of the beneficiaries:
China Fangda Group Co., Ltd. was founded in April 1994 in Shenzhen, with
registered capital of RMB756,909,905, Mr. Xiong Jianming is the legal representative.
Main businesses: production and operation of new type construction materials,
composite materials, and metal products.
Shenzhen Fangda Decoration Engineering Co., Ltd. is one of the fully-owned
subsidiaries of the Company founded in March 1993 in Shenzhen. The company was
incorporated with capital of RMB310 million. Mr. Xiong Jianwei is the legal
representative. The main businesses of the company are: designing, manufacturing
and installation of curtain walls, glass walls, doors and windows, fences, and glass
roof.
Shenzhen Fangda Automatic System Co., Ltd. was founded in August 2003 in
Shenzhen, with registered capital of RMB105 million. Mr. Lin Kebin is the legal
representative. Main businesses are: technical development, designing, manufacturing,
installation and selling of rail transportation screen door system.
Fangda New Materials (Jiangxi) Co., Ltd. was founded in May 2003 in Nanchang,
with registered capital of USD12 million. Mr. Yang Xiaozhuan is the legal
representative. Main businesses are: manufacturing and trading of new materials,
compound materials, construction curtain walls, doors and windows, metal structure
and accessories, metal products, and environmental protection materials.
2. Shareholding structures
2.1 Shenzhen Fangda Decoration Engineering Co., Ltd.
Hong Kong Junjia Ltd.
100%
25%
China Fangda Group Co., 75%
Fangda New Materials (Jiangxi)
Ltd. Co., Ltd.
95% 5%
Shenzhen Fangda Decoration
Engineering Co., Ltd.
2.2 Shenzhen Fangda Automatic System Co., Ltd.
Junjia Group Ltd.
100%
25%
China Fangda Group Co., Ltd. 75%
Fangda New Materials (Jiangxi) Co.,
Ltd.
95% 5%
Shenzhen Fangda Decoration Engineering Co.,
Ltd.
90% 10%
Shenzhen Fangda Automatic System Co., Ltd.
2.3 Fangda New Materials (Jiang Xi) Co., Ltd.
China Fangda Group Co., Ltd. 100%
Junjia Group Co., Ltd.
75% 25%
Fangda New Materials
(Jiangxi) Co., Ltd.
3. Financial highlights of 2010 and the 3rd quarter of 2011 (not audited) (see the table
attached)
III. Main contents of the guarantee agreements
The guarantee agreements will be engaged upon approval by the Shareholders’
Meeting. There main contents will be:
1. Type of guarantee: guarantee with joint liability
2. Amount of guarantees: the total amount of guarantee will not greater than
RMB1.463 billion.
3. Term of guarantee: not longer than one year started from the date decided by the
contracts entered with the banks.
IV. Opinions of the Board
Shenzhen Fangda Decoration Engineering Co., Ltd., Shenzhen Fangda Automatic
System Co., Ltd. and Fangda New Materials (Jiangxi) Co., Ltd. are the fully-owned
subsidiaries of the Company. They apply for the integrated credits from the bank to
support their business operation. The Company has agreed to provided or accept
guarantees to or from them.
There isn’t any counter guarantee.
V. Accumulated external guarantees and overdue guarantees
As of September 30, 2011, the Company has provided RMB506,889,500 of
guarantees to the fully-owned subsidiaries, accounted for 46.32% of the audited net
asset, and none of them is overdue.
None of the Company or the subsidiaries has provided guarantees to external parties.
VI. Documents for reference
Resolutions of the 7th meeting of the 6th term of Board.
The Board of Directors of
China Fangda Group Co., Ltd.
February 21, 2012
Attached: Financial highlights of 2010 and the 3rd quarter of 2011 (not audited)
Shenzhen Fangda Decoration Shenzhen Fangda Automatic System Fangda New Materials (Jiangxi)
China Fangda Group Co., Ltd.
Engineering Co., Ltd. Co., Ltd. Co., Ltd.
Items
December 31, December 31, December 31, December 31,
Sept. 30, 2011 Sept. 30, 2011 Sept. 30, 2011 Sept. 30, 2011
2010 2010 2010 2010
Total of
199,116.11 204,316.67 90,559.87 125,173.77 31,340.79 30,961.56 35,808.88 37,905.72
assets
Total of
89,683.30 90,005.22 55,370.00 85,965.42 13,567.77 11,935.46 25,534.92 26,272.23
liability
Net asset 109,432.82 114,311.45 35,189.87 39,208.35 17,773.02 19,026.10 10,273.95 11,633.49
Turnover 116,193.33 89,761.91 76,733.74 64,403.08 15,291.35 7,968.87 21,077.72 16,110.30
Total
6,765.53 6,101.06 5,326.08 4,627.86 1,102.00 496.29 354.29 888.85
profit
Net profit 5,506.34 5,305.16 4,576.19 4,018.48 991.79 413.86 366.89 618.44
