Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2012-28
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 Proposal of Providing Guarantee to the Fully-owned Subsidiaries was examined
and passed respectively at the 7th meeting of the 6th term of Board held on February
20, 2012 and the 1st Provisional Shareholders’ Meeting 2012 held on March 9, 2012.
The terms of “To provide RMB500 million of guarantee to Shenzhen Fangda
Decoration Engineering Co., Ltd. for the integrated credit from China Construction
Bank Shenzhen Branch with term of one year” and “To provide RMB250 million of
guarantee to Shenzhen Fangda Automatic System Co., Ltd. for the integrated credit
from China Construction Bank Shenzhen Branch with term of one year” in the
proposal are now amended to the followings to meet the practical need of business
development.
Shenzhen Fangda Decoration Engineering Co., Ltd. – one of the fully-owned
subsidiaries of the Company, is applying for the bank credit of RMB570 million from
China Construction Bank Shenzhen Branch with term as stipulated by the contrat. It
will be guaranteed by the Company and Fangda New Material (Jiangxi) Co., Ltd. –
one of the fully-owned subsidiaries of the Company, with the same term as stipulated
by the contract.
Shenzhen Fangda Automatic System Co., Ltd. – one of the fully-owned subsidiaries
of the Company, is applying for the bank credit of RMB250 million from China
Construction Bank Shenzhen Branch with term as stipulated by the contrat. It will be
guaranteed by the Company and Fangda New Material (Jiangxi) Co., Ltd. – one of the
fully-owned subsidiaries of the Company, with the same term as stipulated by the
contract.
The Proposal to Alter the Provider of Guarantee to Fully-owned Subsidiaries was
adopted at the 11th meeting of the 6th term of Board held on June 28, 2012, with all
seven volts in favor.
The above guarantees are subject to approval of the Shareholders’ Meeting, and no
related transaction is formed about these guarantees.
II. Profiles of the warrantee
1. Profiles of the beneficiaries:
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.
2. Shareholding structures
2.1 Shenzhen Fangda Decoration Engineering Co., Ltd.
Junjia Group Ltd.
100%
25%
75%
China Fangda Group Co., Ltd. Fangda New Material (Jiangxi) Co., Ltd.
95% 5%
Shenzhen Fangda Decoration Engineering Co., Ltd.
2.2 Shenzhen Fangda Automatic System Co., Ltd.
Junjia Group Ltd.
100%
25%
75%
China Fangda Group Co., Ltd. Fangda New Material (Jiangxi) Co., Ltd.
95% 5%
Shenzhen Fangda Decoration Engineering Co., Ltd.
90% 10%
Shenzhen Fangda Automatic System Co., Ltd.
3. Main financial indices as of the end of 2011 and the 1st quarter of 2012 (unaudited)
(see attached forms)
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 guarantee: not more than RMB820 million.
3. Term of guarantee: as stipulated by the contract entered with the bank
IV. Opinions of the Board
Both of Shenzhen Fangda Decoration Engineering Co., Ltd. and Shenzhen Fangda
Automatic System Co., Ltd. are the fully-owned subsidiaries of the Company.
Applying of bank credit is to meet with the needs of business operations. Providing of
guarantees to the above companies by the Company and Fangda New Material
(Jiangxi) Co., Ltd. is to the consent of the Board.
There isn’t any counter guarantee.
V. Accumulated external guarantees and overdue guarantees
As of March 31, 2012, the Company has provided RMB450,760,100 of guarantees to
the fully-owned subsidiaries, accounted for 41.98% 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 11th meeting of the 6th term of Board.
The Board of Directors of
China Fangda Group Co., Ltd.
June 30, 2012
Main financial indices at the end of 2011 and the 1st quarter of 2012
(unaudited, in RMB.)
Shenzhen Fangda Decoration Engineering Shenzhen Fangda Automatic System
Co., Ltd. Co., Ltd.
Items
Dec 31 2011 Mar 31 2012 Dec 31 2011 Mar 31 2012
Total of assets 116,924.54 119,529.82 29,096.22 27,226.39
Total of
80,889.47 76,274.80 10,397.45 8,534.41
liability
Net asset 36,035.07 43,255.02 18,698.77 18,691.98
Turnover 102,284.04 19,129.27 9,875.30 1,310.13
Total profit 6,921.67 1,443.55 1,172.00 -6.10
Net profit 5,855.63 1,227.75 986.52 -6.78
