Stock ID: Fangda Group, Fangda B Stock Code: 000055, 200055 Announcement No. 2014-11
China Fangda Group Co., Ltd.
Resolutions of the 28th Meeting of the 6th Board of Directors
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 meeting circulars by means of written and fax notices on
February 24, 2014. The 28th meeting of the 6th Board of Directors was held in the
meeting room of the Company in the afternoon of March 7, 2014. The meeting was
chaired by the Chairman Mr. Xiong Jianming, with seven out of seven directors
present. The meeting was held in accordance with the Company Law and Articles of
Association of the Company. The following resolutions were adopted:
1. Chairman’s Work Report for 2013;
2. The Board of Directors’ Work Report 2013;
3. Annual Report 2013 and the Summary;
4. Financial Settlement Report 2013;
5. The proposal of dividend distribution for 2013;
According to the audit by Grant Thornton (special general partner), the net profit attributable
to the parent company for 2013 is RMB158,945,992.66, with a retained profit of
RMB284,442,731.25 in the beginning of the year, less 10% of the surplus reserves
RMB15,894,599.27, less a distribution of dividend for 2012 RMB22,540,512.87. The profit
attributable to shareholders for 2013 is RMB404,953,611.77. The Company plans to distribute a
cash dividend of RMB0.30 (including tax) for each ten shares issued to all shareholders on the
basis of 756,909,905 shares with a total amount of RMB22,707,297.15, on December 31, 2013.
No dividend share or capitalization share is issued in the year.
6. The proposal of applying for integrated bank credit;
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
(Shenzhen Fang Di Zi No. 4000213951) 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 authorizes the legal representative to apply for the credit and enter into related
contracts and sign documents.
7. The proposal of providing guarantee for the Company’s fully-owned subsidiaries;
(1) The Company plans to provide guarantee for Shenzhen Fangda Decoration Engineering
Co., Ltd.’s application for integrated bank credit of RMB700 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.
(2) 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.
(3) The Company plans to provide guarantee for Shenzhen Fangda Decoration Engineering
Co., Ltd.’s application for integrated bank credit of RMB250 million to Shenzhen Branch, CITIC,
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 RMB100 million to Shenzhen Branch, CITIC, 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 Engineering
Co., Ltd.’s application for integrated bank credit of RMB300 million to Shenzhen 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 Engineering
Co., Ltd.’s application for integrated bank credit of RMB200 million to Shenzhen Nanshan
Sub-Branch, CMB, 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 Automatic System Co.,
Ltd.’s application for integrated bank credit of RMB80 million to Ping An Bank Shenzhen Branch,
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 Decoration Engineering
Co., Ltd.’s application for integrated bank credit of RMB300 million to China Everbright Bank
Shenzhen West Sub-Branch, 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 RMB100 million to Jiangxi Branch, Bank of
Communications, with a term of one year. The specific amount and term are subject to the contract
signed with the bank;
(10) The Company plans to provide guarantee for Shenzhen Fangda New Material (Jiangxi)
Co., Ltd.’s application for integrated bank credit of RMB20 million to Jiangxi Branch,
Agricultural Bank of China, with a term of one year. The specific amount and term are subject to
the contract signed with the bank;
(11) The Company plans to provide guarantee for Shenzhen Fangda New Material (Jiangxi)
Co., Ltd.’s application for integrated bank credit of RMB80 million to Nanchang Branch,
Shanghai Pudong Development Bank, with a term of one year. The specific amount and term are
subject to the contract signed with the bank;
(12) The Company plans to provide guarantee for Chengdu Fangda New Material Co., Ltd.’s
application for integrated bank credit of RMB50 million to Chengdu Hi-Tech Industry
Development Zone Sub-Branch, Bank of China, with a term of one year. The specific amount and
term are subject to the contract signed with the bank.
The Company authorizes the legal representative to make guarantee for the above-mentioned
applications and enter into sign related contracts and documents.
8. Proposal of registering and issuing short-term financing bills
The Board agrees the proposal of registering and issuing short-term financing bills of no
more than RMB500 million to the National Association of Financial Market Institutional Investors
to replenish the working capital of the Company and wholly-owned subsidiary and exchange for
part of banking borrowings.
9. Proposal of using self-owned idle fund for securities investment
(1) The Board agrees the Company and its subsidiaries to use self-owned idle fund of
RMB300 million at most to invest in securities.
(2) The securities investment capital will be mainly used to purchase low-risk and
flexible-return financial products issued by investment banks, newly issued stocks and reverse
re-purchase treasury bonds. The term of the investment is two years after the proposal is approved
by the Board of Directors and the senior management of the Company is authorized to implement
the plan.
(3) After the securities investment proposal is approved, the Proposal of Using Self-Owned
Idle Fund for Trusted Wealth Management approved at the 21st meeting of the 6th Board of
Directors held on July 26, 2013 will become invalid.
10. The Company's Raised Capital Deposit and Use Report 2013;
11. The Company’s Internal Control Self-Evaluation Report 2013;
12. Proposal of engaging the auditor for 2014
In order to keep the continuity and stability of external audit, the Auditing Committee
proposes continuing to engage Grant Thornton CPA (joint stock partnership) as the auditor of
financial statements and internal control for 2014 with an audit fee of RMB1.3 million and a term
of one year.
13. The proposal of re-electing the Board of Directors of the Company;
Mr. Xiong Jianming, Wang Shengguo, Xiong Jianwei and Zhou Zhigang are nominated as
non-independent director candidates of the 7th Board of Directors and Mr. Huang Yaying, Guo
Wanda and Lin Bin are nominated as independent director candidates of the 7th Board of
Directors.
The independent director candidates will be approved at the shareholders’ meeting after be
approved by the Shenzhen Stock Exchange.
14. Reviewing the remuneration plan for the 7th Board of Directors (including
independent directors) and Supervisory Committee
The remuneration for non-independent directors of the 7th Board of Directors is
RMB60,000/person (tax-included), for independent directors of the 7th Board of Directors is
RMB80,000/person (tax-included), for supervisors of the 7th Supervisory Committee is
RMB30,000/person (tax-included).
15. Remuneration for the 7th senior management of the Company:
The remuneration of the senior management comprises position salaries and performance
bonus. The annual remuneration for the CEO of the 7th senior management of the Company is
between RMB1 million and RMB3 million (tax-included) and between RMB500,000 and
RMB1.5 million (tax-included) for the vice CEO and other senior management executives.
16. The proposal of convening the 2013 Shareholders’ Meeting.
In additional the proposal 14 that is approved with 4 votes in favor, 0 against and 0 waive,
with Xiong Jianming, Wang Shengguo and Zhou Zhigang withdrawing from voting, the other
proposals are approved with 7 votes in favor, 0 against and 0 waive.
The Annual Report 2013, Announcement on Using Self-Owned Idle Fund for Securities
Investment, Internal Control Self-Evaluation Report 2013, Raised Capital Deposit and Use Report
2013 and Notice on Holding of the Shareholders’ Meeting 2013 will be published on the website
designated by the CSRC: http://www.cninfo.com.cn.
The proposals 2-7 and 12-14 are submitted to the 2013 Shareholders’ Meeting for
review.
The above is for the attention of the shareholders.
China Fangda Group Co., Ltd.
Board of Directors
March 11, 2014
Resumes of non-independent director candidates of the 7th Board of Directors:
1. Mr. Xiong Jianming: male, 57, PHD Management; senior engineer; part-time professor of
Beijing Institute of Civil Engineering and Architecture and Nanchang University. He was once
employed by Jiangxi Provincial Machinery Design Academe, Administration Bureau of Shekou
District of Shenzhen government, etc, deputy to the 10th People’s Congress of Guangdong
Province, deputy to the 2nd and 3rd People’s Congress of Shenzhen City. He’s now assuming
Chairman of the Board and President of the Company, member of the 5th Shenzhen Committee of
CPPCC, standing member of the 5th Nanshan Committee of CPPCC, founder and president of the
Shenzhen Semiconductor Lighting Association, vice president of the Federation of Shenzhen
Industries, vice president of the SGCC, president of the Nanshan Industry and Commerce
Association and Honorary Chairman of Shenzhen Nanshan Charity Society. He is the actual
controller of the Company, holds 1,002,771 stocks of the Company and is an eligible director
candidate in accordance with the Company Law and other relevant laws and regulations.
2. Mr. Wang Shengguo: Male, Master’s degree; visiting scholar of the University of Essen,
senior engineer. He once held such positions as Chief Engineer of Design Institute of the 2nd
Heavy Machinery factory of Machinery Industrial Ministry. Mr. Wang is now a Director and Vice
President of the Company. He is an affiliate of the Company, holds 36,286 stocks of the Company
and is an eligible director candidate in accordance with the Company Law and other relevant laws
and regulations.
3. Mr. Xiong Jianwei: male, 46, MBA. He is now a director of the Company. He is an
affiliate of the Company, but holds no stock of the Company and is an eligible director candidate
in accordance with the Company Law and other relevant laws and regulations.
4. Mr. Zhou Zhigang: male, 52, bachelor’s degree. He was once the head of the marketing
department and general manager of the enterprise management center. He is now a director,
secretary of the Board of Directors, head of the securities department and HR department. He is an
affiliate of the Company, but holds no stock of the Company and is an eligible director candidate
in accordance with the Company Law and other relevant laws and regulations.
Resumes of independent director candidates of the 7th Board of Directors:
1. Huang Yaying: male, 52, with bachelor’s degree in law, Jilin University and master’s
degree in law, China University of Political Science and Law. He worked as a teacher, assistant
professor and professor at Northwest University of Politics and Law between 1988 and 2003. He
has remained a graduate student supervisor licensed by the Academic Degree Commission, State
Council since 1993. In 1998 and 2001, he was engaged as a senior visiting scholar by University
of New South Wales (UNSW) and University of Hong Kong. He has remained a professor of
Shenzhen University since September 2003. He served as the vice president of the Law School of
Shenzhen University between 2006 and 2009. He has remained the president of the Law School
and a member of the Diploma Appraisal Committee of Shenzhen University since July 2009. He is
also a standing member of the 5th Shenzhen NPC, a member of the Commission of Legislative
Affairs of the 5th Shenzhen NPC, executive director of China Arbitration Law Institute, standing
member of the China Private International Law Society, and a lawyer of Guangdong Guoxin Law
Firm. He is not an affiliate of the Company, its controlling shareholder, or the actual controller,
holds no stock of the Company and is an eligible supervisor in accordance with the Company Law
and other relevant laws and regulations.
2. Guo Wanda, male, 49, received the doctor’s degree in economics from Nankai University
in 1991, a researcher. As the executive deputy president of China Development Institute, he has
studied in macro-economy, industry policies and enterprise development strategies for years and
provided consulting services. He is also independent director of PowerLeader Science &
Technology Group Co., Ltd., Shenzhen MYS Environmental & Technology Company Ltd. and
HIT SHOUCHUANG TECHNOLOGY CO., LTD. He is not an affiliate of the Company, its
controlling shareholder or actual controller, holds no stock of the Company and is an eligible
supervisor in accordance with the Company Law and other relevant laws and regulations.
3. Lin Bin, male, 52, economics (accounting) doctor. He is a professor of the Accounting
Department of the Management School of Sun Yat-Sen University, director of the Enterprise and
Non-Profit Organization Research Center of Sun Yat-Sen University, and was once the director of
the Accounting Department of Sun Yat-Sen University and MPACC Education Center. He is a
member of the consultant panel of the enterprise internal control standard committee of the
Ministry of Finance, deputy president of Guangdong Auditor Society, vice president of the
Guangdong Internal Auditor Association, and independent director of Guangzhou Baiyun Airport
and Guangzhou Zhujiang Brewery Co., Ltd. He is not an affiliate of the Company, its controlling
shareholder or actual controller, holds no stock of the Company and is an eligible supervisor in
accordance with the Company Law and other relevant laws and regulations.
