Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-13
China Fangda Group Co., Ltd.
The public notice about subscribing of shares privately by the largest shareholder
that is a related transaction
The directors, supervisors, management 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. Summary of the related transaction
The Company is planning to issue A-shares privately (the private issuing) to Shenzhen
Banglin Technology Development Co., Ltd. (Banglin Technology) – the largest
shareholder of the Company. Shares to be issued this time will not more than 35 million,
and Banglin Technology will subscribe in cash of RMB. The conditional subscribing
contract has been engaged between the Company and Banglin Technology on March 20,
2012. Up to present, Banglin Technology has been holding 68,774,273 A-shares,
accounting for 9.09% of the total capital shares of the Company. It is the largest
shareholder of the Company. According to the regulations of the “Share Listing Rules of
Shenzhen Stock Exchange”, this private issuing is a related transaction.
This related transaction can only be implemented upon approval of the Board, the
Shareholders’ Meeting, and China Securities Regulatory Commission. Related
shareholders who have interests in this transaction shall avoid voting on the Shareholders’
Meeting. This related transaction is not involving with any major asset reorganizing as
defined by the “Administration Rules of Major Asset Reorganizing of PLCs”.
II. Profiles of the related party
1. Name of the party: Shenzhen Banglin Technology Development Co., Ltd.
Registered address: B413 Huaying Building, 97 Nanshang Road, Nanshan, Shenzhen
Business type: company with limited liability
Legal representative: Chen Jinwu
Registered capital; RMB30 million
Tax registration number: 440300729840055
Main business scope: Investment
Main shareholders: Xiong Jianming, Xiong Xi
2. Main businesses:
Banglin Technology is mainly engaged in investment businesses. It is not holding any
shares of other companies other than China Fangda Group nor doing any other businesses.
The major financial information of Banglin Technology as of December 31, 2011 (Not
audited):
In RMB10 thousand
Items 2011.12.31
Total of assets 27,605.41
Total of liability 4,627.19
Owners’ equity 22,978.21
Items Year 2011
Turnover -
Total profit -22.97
Net profit -22.97
Items Year 2011
Net amount of cash flow from business operation -6.58
Net amount of cash flow from investment -
Net amount of cash flow from financing operations 9.93
3. Mr. President Xiong Jianming is also the shareholder of Banglin Technology, and
Banglin Technology is the largest shareholder of the Company (holding shareholder),
therefore the Company is related to Banglin Technology.
III. Summary of the related transaction object
Banglin Technology is about to subscribe the A-shares issued by the Company
privately with not-more-than RMB149.45 million of cash. The proceeds will be used to
support the working capital of the Company..
In case ex-dividend or ex-interest events happened during the period from pricing
ex-day to issuing day, such as dividend distribution, bonus shares, or capitalizing of
common reserves, the amount and price shall be adjusted correspondingly.
IV. Pricing policies and basis
The pricing ex-date will be the day when the announcement of resolutions of the 8th
meeting of the 6th term of Board (March 21, 2012). The price will be 90% of the average
price in 20 days prior to the pricing ex-date, namely RMB4.27 per share.
In case ex-dividend or ex-interest events happened during the period from pricing
ex-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.
V. Objectives of the related transaction and influences on the Company
1. To enhance the main business operation
PV curtain wall, energy saving curtain wall, and metro screen door are the businesses
supported by the national government. At present, the Company is holding great
competition power with its superior advantages in technologies, manpower, and market
reputation.
Through private issuing of A shares, the Company will gain financial capacity to
develop these advantages to integrate current resources and expand the production of PV
curtain wall, energy saving curtain wall, and metro station screen door system, further
increase the competition power and risk-resistant ability, to realize steady growth and
greater reward to the shareholders.
2. Refine financial structure and lift risk-resistance power
The proceeds of the issuing will be mainly used for supporting of working capital. It
will contribute by reinforcing capital operation and refining capital structure and therefore
increase stability and risk-resistant.
VI. Comments of the independent directors
The 8th meeting of the 6th term of Board was held on March 20, 2011. The proposals
had been examined and agreed upon by the independent directors. The independent
directors issued their independent opinions that: Subscribing all of the A-shares issued this
time by Banglin Technology is to support the steady and healthy development of the
Company and basing on the good expectation of the market. Pricing polices of the related
transaction is under the principle of open and fairness, and complying with the law,
regulations, department rules, and related documents. It has been approved at the 8th
meeting of the 6th term of Board through legal procedures, and the related directors have
avoided the voting. This related transaction will not impair any of the interests of the
Company or other shareholders, especially the mid-small shareholders.
VII. Documents for Reference
1. Resolutions of the 8th meeting of the 6th term of Board;
2. The preplan to issue A-shares privately in 2012, China Fangda Group Co., Ltd.
3. The Share Subscribing Contract engaged with Banglin Technology.
4. Independent opinions of the independent directors;
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
The Board of Directors
March 21, 2012
