Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement
No. 2013-09
China Fangda Group Co., Ltd.
Announce on Providing of Guarantees Between the Company and Its
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. About the guarantee
(1) Guarantees provided by fully-owned subsidiaries for the Company
The Company plans to apply for integrated bank credit of RMB200 million from
Shenzhen Branch, CCB, with a term of one year, pledge with the land T205-0033 and
Fangda Building on the Kejinan Road 12 Road, Nanshan District, Shenzhen. The
credit is guaranteed by Shenzhen Fangda Decoration Engineering Co., Ltd., Shenzhen
Fangda Automatic System Co., Ltd. and Fangda New Material (Jiangxi) Co., Ltd.,
subsidiaries of the Company. The specific term is subject to contracts signed with the
bank.
The Company plans to apply for integrated bank credit of RMB300 million from
Shenzhen Branch, China Citic Bank, with a term of one year. The credit is guaranteed
by Shenzhen Fangda Decoration Engineering Co., Ltd. and Shenzhen Fangda
Automatic System Co., Ltd., subsidiaries of the Company. The specific term is subject
to the contract signed with the bank.
(2) Guarantees provided by the Company for its fully-owned subsidiaries
(1) The Company approves the application made by Shenzhen Fangda Property
Development Co., Ltd. for the integrated bank credit of RMB1.5 billion with a term of
eight years, pledged by the land for the land of the Fangda Town reconstruction, to
finance the Fangda Twon reconstruction project. The Company provides guarantee for
the application. The specific term is subject to the contract signed with the bank.
(2) The Company plans to provide guarantee for Shenzhen Fangda Decoration
Co., Ltd.’s application for integrated bank credit of RMB600 million to Shenzhen
Branch, CCB, with a term of one year. The specific amount and term are subject to
the contract signed with the bank.
(3) The Company plans to provide guarantee for Shenzhen Fangda
Automatic System Co., Ltd.’s application for integrated bank credit of RMB200
million to Shenzhen Branch, CCB, with a term of one year. The specific amount and
term are subject to the contract signed with the bank.
(4) The Company plans to provide guarantee for Shenzhen Fangda Automatic
System Co., Ltd.’s application for integrated bank credit of RMB80 million to
Shenzhen Tairan Sub-branch, Shenzhen Development Bank, with a term of one year.
The specific amount and term are subject to the contract signed with the bank.
(5) The Company plans to provide guarantee for Shenzhen Fangda Decoration
Co., Ltd.’s application for integrated bank credit of RMB300 million to Shenzhen
Dongmen Sub-branch, BOC, with a term of one year. The specific amount and term
are subject to the contract signed with the bank.
(6) The Company plans to provide guarantee for Shenzhen Fangda Decoration
Co., Ltd. and Shenzhen Fangda Automatic System Co., Ltd.’s application for
integrated bank credit of no more than RMB500 million to Shenzhen Huanggang
Sub-branch, Industrial Bank, with a term of one year. The specific amount and term
are subject to the contract signed with the bank.
(7) The Company plans to provide guarantee for Shenzhen Fangda New
Material (Jiangxi) Co., Ltd.’s application for integrated bank credit of
RMB120,800,000 to Beijing Dong Road Sub-branch, Bank of Communications, with
a term of one year. The specific amount and term are subject to the contract signed
with the bank.
(8) The Company plans to provide guarantee for Shenzhen Fangda New
Material (Jiangxi) Co., Ltd.’s application for integrated bank credit of
RMB120,800,000 to Beijing Dong Road Sub-branch, Bank of Communications, with
a term of one year. The specific amount and term are subject to the contract signed
with the bank.
(9) The Company plans to provide guarantee for Shenzhen Fangda New
Material (Jiangxi) Co., Ltd.’s application for integrated bank credit of
RMB10,000,000 to Shanghai Branch, the Export-Import Bank of China, with a term
of one year. The specific amount and term are subject to the contract signed with the
bank.
On March 21, 2013, the 19th meeting of 6th term of the Board passed the
proposal of applying for integrated bank credit, Proposal of approving Shenzhen
Fangda Property Development Co., Ltd.’s application for integrated bank credit and
providing of guarantee, proposal of providing of guarantee for the fully-owned
subsidiaries, approving the above-mentioned guarantees. The Company authorizes its
legal representative to apply for the credit, make guarantees and sign related contracts
and documents. The proposals are passed: 7 in favor, 0 objection and 0 waive.
The guarantee is subject to approval of the Shareholders' Meeting and does not
constitute related transactions.
II. About the guaranteed parties
1. Guaranteed parties:
Established in Shenzhen in April 1994 with a registered capital of 756,909,905
and Xiong Jianming as its legal representative, the Company is mainly engaged in
production and sales of various new-type building materials, composite materials and
metal products.
Shenzhen Fangda Decoration Engineering Co., Ltd. is a fully-owned subsidiary
of the Company. Established in Shenzhen in March 1993 with a registered capital of
RMB310 million and Xiong Jianwei as its legal representative, it is mainly engaged in
design, production and installation of building curtain walls; production, design and
installation of glass walls, windows and doors, fences and ceiling.
Shenzhen Fangda Automatic System Co., Ltd. is a fully-owned subsidiary of the
Company. Established in Shenzhen in August 2003 with a registered capital of
RMB105 million and Lin Kebin as its legal representative, it is mainly engaged in
transfer screen development, design processing, installation, processing, installation
and sales.
Shenzhen Fangda Property Development Co., Ltd. is a fully-owned subsidiary
of the Company. Established in Shenzhen in November 2012 with a registered capital
of RMB50 million and Lin Kebin as its legal representative, it is mainly engaged in
development of real estate on land with use rights, property management, decoration
engineering, cleaning service and parking place management.
Fangda New Material (Jiangxi) Co., Ltd. is a fully-owned subsidiary of the
Company. Established in Nanchang in May 2003 with a registered capital of USD12
million and Yang Xiaozhuan as its legal representative, it is mainly engaged in
production of sales of new type materials, composite materials, curtain walls,
windows and doors, metal structures and components, energy-saving materials and
products.
2. Share equity structure:
2.1 Shenzhen Fangda Decoration Engineering Co., Ltd.
方大集团股份有限公司
100%
香港俊佳有限公司 75%
95%
25%
方大新材料（江西）有限公司
5%
深圳市方大装饰工程有限公司
2.2 Shenzhen Fangda Automatic System Co., Ltd.
方大集团股份有限公司
100%
香港俊佳有限公司 75%
95%
25%
方大新材料（江西）有限公司
90% 5%
深圳市方大装饰工程有限公司
10%
深圳市方大自动化系统有限公司
2.3 Shenzhen Fangda Property Development Co., Ltd.
方大集团股份有限公司
100%
深圳市方大置业发展有限公司
2.4 Fangda New Materials (Jiangxi) Co., Ltd.
方大集团股份有限公司
100%
香港俊佳有限公司 75%
25%
方大新材料（江西）有限公司
3. Audited major financial statistics by December 31, 2012 (see attachment)
III. Guarantee agreement
The guarantee agreement will be signed after it is reviewed and passed on the
Shareholders’ Meeting.
1. Guarantee form: Joint liability;
2. Amount: No more than RMB3.8608 billion
3. Term: Subject to the contract signed with the bank
IV. Opinion of the Board of Directors
Shenzhen Fangda Decoration Engineering Co., Ltd., Shenzhen Fangda
Automatic System Co., Ltd., Shenzhen Fangda Property Development Co., Ltd. and
Fangda New Material (Jiangxi) Co., Ltd are all fully-owned subsidiaries of the
Company. The bank credit is applied for to promote the business development.
Therefore, the Board approves the above-mentioned guarantees with joint liability.
There is no counter guarantee.
V. Amount of accumulative external and overdue guarantees
By December 31, 2012, the Company had made guarantees of RMB368,567,600,
all of which are made for fully-owned subsidiaries, accounting for 33.55% of the
audited net assets in 2012. There is no overdue guarantee.
The Company and its subsidiaries make no external guarantee.
VI. Reference
Resolutions of the 19th Meeting of the 6th Term of Board
Board of Directors of China Fangda Group
Co., Ltd.
March 23, 2013
Attachment: Audited major financial statistics by December 31, 2012 (in
RMB10,000)
Shenzhen
Shenzhen Fangda Fangda New
Shenzhen Fangda Fangda
China Fangda Decoration Materials
Items Automatic Property
Group Co., Ltd. Engineering Co., (Jiangxi) Co.,
System Co., Ltd. Development
Ltd. Ltd.
Co., Ltd.
Total assets
Total
liabilities
Net assets
Turnover
Total profit
Net profit
