Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-05
China Fangda Group Co., Ltd.
Resolutions of the 7th 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 circulars in terms of written and fax on February 14, 2012. The 7th meeting of the 6th term of
Board of Directors was held in the meeting room of the Company in the afternoon of February 20,
2012. 5 of the 7 directors presented the meeting, independent director Shao Hanqing absented
the meeting for business engagement, and she entrusted independent director Guo Jinlong to vote
on the meeting on his behalf. Director Wang Shenguo absented the meeting and entrusted Director
Xiong Jianwei to vote on his behalf. Chairman Xiong Jianming hosted the meeting. The meeting
was complying with the provisions of the Company Law and the Articles of Association of the
Company. The resolutions were adopted by the meeting as the followings:
1. The proposal on the auditing fee of the financial statements of 2011 and the
internal control system
The auditing fee paid by the Company to Ascenda Certified Public Accountants Ltd. for year 2011
will be: RMB1 million for auditing of the financial statements and RMB300 thousand for internal
control system, totally RMB1.3 million.
2. The proposal to raise loans from the Banks
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.
The legal representative of the Company is authorized to handle all procedures and papers in
relating to the above credits.
3. The proposal on providing guarantees to the fully-owned subsidiaries
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 legal representative of the Company is authorized to handle the paper works and signing of
contracts regarding the above guarantee issues on behalf of the Company.
4. The proposal on using partial capital from share issuing to support the
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 February 16, 2012, the Company has returned all of the RMB30 million of capital back to
the special account for capital raised from share issuing, and kept the sponsor and its
representatives informed about the situation.
5. The proposal on adjusting the amount of capital used in expanding of
energy-saving curtain wall and photoelectric curtain wall and expanding of PSD
production
The production expanding project of PSD is located in Fangda Jiangxi New Material Technologies
Zone. Investment in construction of new workshops, office buildings and infrastructures will be
reduced by RMB60 million.
According to the “Proposal of changing the location and operating entity of the expanding project
of energy-saving curtain wall and photoelectric curtain wall” adopted at the 24th meeting of the
5th term of Board, the project was about to be moved to Dongguan Guangdong. For all of the
factories, office buildings, and infrastructures will be newly constructed, the investment will
increase by RMB75 million. Therefore the investment of RMB60 million reduced from the PSD
project will be used for the curtain wall project. The short part will be financed by the Company
independently. After the adjustment, the total investment in the curtain wall project will be
RMB270 million and the investment in the PSD project will be RMB66.5869 million. This will
not influence the progress of the both projects.
6. The proposal of revising the Regulations of Information Insider Registration
In viewing of improving the information insider administration rules of the Company, according to
the “Regulations of Information Insider Registration in PLCs” (证监会公告【2011】30 号) issued
by China Securities Regulatory Commission, and the “Notice for PLCs to Further Improve the
Information Insider Registration” issued by Shenzhen Securities Regulatory Commission, the
Company has revised the Regulations of Information Insider Registration of the Company
according to the Company’s practical situation. The full text of the regulation is available at the
official website of China Securities Regulatory Commission: www.cninfo.com.cn.
7. The proposal of employing the securities affair representative
It is proposed to engage Ms. Guo Lingchen the Securities Affair Representative to assist the works
of the Secretary of the Board. Profiles of Ms. Guo Lingchen:
Ms. Guo Lingchen, born in August 1974, college graduate, certified accountant. Started working
for the accounting department of China Fangda Group in 2005, and transferred to the Securities
Department in May 2010, qualified as secretary of board of PLC in October 2011. Ms. Guo is not
holding any of the Company’s shares, has no relationship with any of the holding shareholder and
the substantial controller of the Company. She has not involved in any punishment from CSRC or
other authorities. Ms. Guo is qualified for the job according to the Company Law and regulations.
8. The proposal on calling the 1st provisional shareholders’ meeting 2012
The Company has decided to call the 1st provisional shareholders’ meeting 2012 on March 9,
2012, the Public Notice on Calling the 1st provisional shareholders’ meeting 2012 will be
available at the official website of CSRC: www.cninfo.com.cn.
The above proposals are passed by 7 in favor, 0 objection and 0 waive.
The proposal 2, 3, and 5 are subject to the examination by the 1st provisional shareholders’
meeting 2012. The proposal 2 and 3 should be approved by the special resolution of shareholders’
meeting.
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
The Board of Directors
February 21, 2012
