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1、China Fangda Group Co., Ltd.Stock Code: 000055, 200055Plan for Private Issuing of A-shares 2012Stock ID: Fangda Group, Fangda BAnnouncement No. 2012-12China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012March 2012China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012T
2、able of ContentsCompany Statements . 1Special Prompts. 2Definitions. 3Chapter I. Summary of the preplan . 4I. Company profiles. 4II. Circumstance and purposes of this private issuing . 4III. The subscriber and way of subscribing . 10IV. Type of shares to be issued privately, price and pricing rules,
3、 amount of shares to issue,trade limitation period, and arrangement for retained profit . 10V. Investment projects financed by the proceeds . 10VI. Situation of related transactions . 11VII. Whether it will cause change in controlling power over the Company . 11VIII. Approvals from authorities obtai
4、ned and to be obtained . 11IX. Valid period of the resolutions on the private issuing . 11Chapter II. Profiles of the Subscriber . 12I. Basic information about the subscriber. 12II. Summary of the conditional share subscribing contract . 14Chapter III. Feasibility report of the Board on usages of th
5、e proceeds . 15I. Application plan of the proceeds . 15II. Necessity and feasibility of using the proceeds . 15III. Influences on the administration and financial situation . 15IV. Filing and approving issues involved . 16Chapter IV. Analyze of the Board on the influences on the Company . 16I. Influ
6、ences of the issuing on the Companys business, asset, the Articles of Association,shareholder structure, senior management, and revenue structure . 16II. Change of financial situation, profitability and cash flow situation after the issuing. 16III. Business and administrative relationship between th
7、e Company and the controllingshareholder and its related parties, related transactions and horizontal competition . 16IV. Whether there is any adoption of capital by the controlling shareholder or its related partiesupon completion of this issuing, or, whether the Company is providing guarantees to
8、thecontrolling shareholder or its related parties . 17V. Influence of the issuing on the Companys liability situation . 17VI. Statement on risks related to the private issuing . 17China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012Company StatementsThe directors, and the Company ac
9、knowledge that there isnt any false record,misleading statement or significant omission carried in this announcement and willtake individual and joint responsibilities for the truthfulness, accuracy, andcompleteness of the announcement.Upon completion of this private issuing, the Company is responsi
10、ble for the changesin business operation and profitability; whereas the investors shall undertake the riskscaused by subscription of the shares issued privately this time.This plan is a description on the private issuing made by the Board of Directors. Anystatements contrary to this article are fals
11、e.Investors shall inquire stock brokers, lawyers, professional accountants or otherprofessional consultants if have any doubt.Descriptions in this plan are not suggesting substantial judgment, confirmation,approval, or verification of the authorities on this private issuing. Issues carried in thispl
12、an are subject to the approval or verification of the relative authorities.-1-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012Special PromptsI. The proposal of private issuing of A-shares in 2012 has been examined and passedat the 8th meeting of the 6th term of Board of China Fa
13、ngda Group Co., Ltd. The planis subject to approval of the shareholders meeting.II. Shenzhen Banglin Technology Development Co., Ltd. the largest shareholder ofthe Company, will be the only subscriber of this private issuing.III. Proceed from this private issuing will not more than RMB149.45 million
14、, whichwill be used to support the working capital of the Company.IV. Amount of A shares issued privately this time will not be more than 35 millionshares (included), The pricing ex-date will be the day when the announcement ofresolutions of the 8th meeting of the 6th term of Board (March 21, 2012).
15、 The pricewill be 90% of the average price in 20 days prior to the pricing ex-date, namelyRMB4.27 per share.IV. Amount of A shares issued privately this time will not be more than 100 millionshares (include), The pricing ex-date will be the day when the announcement ofresolutions of the 6th meeting
16、of the 5th term of Board (March 28, 2009). The pricewill not lower than 90% of the average price in 20 days prior to the pricing ex-date,namely not lower than RMB5.39 per share. In case ex-dividend or ex-interest eventshappened during the period from pricing ex-day to issuing day, such as dividenddi
17、stribution, bonus shares, or capitalizing of common reserves, the price shall beadjusted correspondingly. The Shareholders Meeting authorizes the Board to finalizethe price upon approval of China Securities Regulatory Commission and consulting tothe organizational investors by the issuer and the spo
18、nsor, amount of issuing will bethen decided.V. This plan of private issuing of A shares is subject to the examination of theshareholders meeting and submit to CSRC for approval.-2-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012DefinitionsThe following terms are defined to the m
19、eanings in the right, except for specifiedotherwise.The Company,Fangda GroupCompany,Refers to China Fangda Group Co., Ltd.The Subscriber,TechnologyBanglinRefers toShenzhen Banglin Technologies Development Co.,Ltd.this time of issuing, theprivate issuingThis planPricing Ex-dateRefers toRefers toRefer
20、s toThe action undertaken by China Fangda Group Co.,Ltd. to issue A-shares privately in 2012The Plan for Private Issuing of A-shares 2012 made byChina Fangda Group Co., Ltd.The announcement day of the resolutions of the Boardmeeting regarding this private issuingCSRCSSERMBRefers to China Securities
21、Regulatory CommissionRefers to Shenzhen Stock ExchangeRefers to RMB Yuan-3-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012Chapter I. Summary of the preplanI. Company profilesName in Chinese: 方大集团股份有限公司In English:CHINA FANGDA GROUP CO., LTD.Stock Listed in: Shenzhen Stock Exchan
22、geStock ID: Fangda Group, Fangda BStock code: 000055,200055Registered capital: RMB756909905.00Legal representative: Mr. Xiong JianmingDate of incorporation: April 20, 1994Registered address: Fangda Building, Kejinan 12th Avenue, High-tech Zone,Shenzhen, PR China.Secretary of the Board: Zhou ZhigangA
23、ddress: Fangda Town, Xili Longjing, Nanshan District, ShenzhenPost code: 518055Contact number: 0755-26788571-6622Fax: 0755-26788353Email: Website address: II. Circumstance and purposes of this private issuingThe national government is currently promoting energy saving, clean production andsustainabl
24、e development, especially in construction area and developing of newenergy. A number of national policies were produced to support the development inthese areas.The Company has engaged mainly in three of the government-facilitated industries curtain wall & materials, railroad equipments, and LED lig
25、hting products.The Companys curtain wall & material business is mainly the production ofenergy-saving curtain wall materials, and also energy-saving doors and windows, andauto-clean nano aluminum plates.As the first producer of energy saving curtain wall products, the Company is also thefirst listed
26、 company of this industry. In its 20 years of history, the Company hasaccomplished hundreds of large projects in and outside the country. The Company hasbeen awarded multiple “Top 50 Curtain Wall Producer in China”, and “Luban Awardfor Construction Projects” the highest award in the country, for thr
27、ee times, anddozens of provincial and ministry awards. “Fangda” brand has gain high reputation inthe industry with strong competition.-4-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012With its over 100 patents, the Company has been holding leading technologyadvantages in the cu
28、rtain wall industry. We participated in producing of industrialstandard and national standard and are now holding seven industrial records in thecountry. Through years of development, the Company has become the pioneer andleader of energy saving curtain wall industry.Metro station screen door system
29、 is the Companys leading product in railwaytransportation industry. Train cart doors, automatic doors, and special doors are otherproducts of the Company. Metro station screen door is featured safe, energy-saving,and environmental protection, and is a high-tech product combined intelligentcontrollin
30、g technologies and electro-mechanism technologies.The Company stepped into this area in 1999, and broke the monopoly of overseasmanufacturers in domestic market. Up to present, we have accomplished dozens ofscreen door projects in and outside the country, and have good reputation and showngreat tech
31、nical power in the market.Through this private issuing of shares, the Company will further reinforce its financialresources to develop greater competition in curtain wall and PSD industries. It willsupport the rapid growth constantly.(I) Circumstances of the private issuing1. Government policy(1) Th
32、e Curtain Wall IndustryAs described in the “Summary of the 12th five-year-plan of PRC”, the governmentattaches great importance to construction of a energy-saving and environment-friendlyeconomy in the whole country. Green building and construction are promoted in theconstruction industry, and the n
33、ewest construction process, material, and informationtechnologies will be applied to improve the whole industry.“Instructive opinions on sustainable development of curtain wall industry”(Zhong-zhuang-xie 2007005) pointed out the direction of safe, energy saving, watersaving, material saving, land sa
34、ving, green and intelligent for the development ofcurtain wall industry.In August 2010, the Ministry of Housing and Civil Construction issued the “Notice onenhancing energy-saving constructions in government buildings and large scale publicfacilities”, in which the target was set to reduce the energ
35、y consuming by 5% basingon the standard of 2009. In August 2011, the Ministry of Housing and CivilConstruction issued the “12th five-year-plan of construction industry” and requiredthe energy consuming to be reduced by 10% in the construction process.The “Action Plan of Green and Energy-saving Const
36、ruction” is about to be releasedby National Development and Reformation Committee and Ministry of Housing andCivil Construction. The Plan will facilitate energy-saving reconstruction of 570million square meters, and new energy-saving construction of 1.1 billion squaremeters during the period of the
37、12th five-year-plan. Green construction standard willbe a requirement for large public constructions over 20 thousand square meters, suchas airports, railway stations, hotels, and shopping malls, since 2014. According to thenational orientation, energy-saving curtain wall is going to be the overall
38、direction ofthe curtain wall industry.-5-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012(2) The PSD IndustryHaving issued several industrial policies such as “opinions about domestication ofurban railway transportation equipments ”, “domestication scheme of urban railwaytranspo
39、rtation equipments”, “several opinions about accelerating the development ofurban railway equipment industry”, the national government has claimed explicitlythat the average rate of domestication of the railway vehicles and electromechanicaldevices shall not be less than 70% in urban railway transpo
40、rtation projects. Also ,theState Council have pointed out in “several opinions about accelerating the promotionof equipment manufacturing industry” that “domestication of A-type metro train ” asthe key one of the 16 important technical breakthroughs.Considering to motivate the infrastructure constru
41、ction of domestic urban railwaysystem and promote the development of railway equipment manufacturingindustry, the NDRC (National Development and Reform Committee) issued that“Ratified regulations about purchasing electromechanical equipments in urbanrailway system construction projects(NDRC Office I
42、ndustry2005 No.2084)”inOctober，2005, in order to push forward the domestication of the urban railwayequipments . The ShenZhen Development and Reform Bureau has listed PSD（metroplatform screen door） among the encouraged projects. The construction of railroad ,urban railway system and comprehensive tr
43、ansportation hub had been listed as keypoints in “the 12th Five-year Plan Synopsis of the Peoples Republic of China ”( 2011).2. Industrial Background(1) The Curtain Wall IndustrySince 1983, China has gradually become the largest manufacturer and consumer ofcurtain wall products in the world. At pres
44、ent the country is in a period of acceleratedindustrialization and urbanization along with high tense and scale of energyconsuming. Economic growth featured high investment, high consuming, and highpollution has been making the situation more and more worse.The recent survey shows that the construct
45、ion energy consuming has reached upabove 40% of the total consuming. The construction scale is growing by 20% year onyear in the whole country with newly completed area of over 2 billion square metersper annual, 90% of them are high energy-consuming buildings. All through thecountry, 95% of the exis
46、ting 40 billion square meters are high energy-consumingconstructions. The energy consuming per square meter of China is 2-3 times of theadvanced countries. It is predicted that another 30 billion square meters of buildingwill be constructed up to 2020. The problem of construction energy saving isbec
47、oming more and more severe.In 2005, the Ministry of Housing and Construction issued the “Instruction ondeveloping of energy and land saving civil and public constructions”, which set thetarget to reduce energy consuming by 65% with new constructions in large cities inNorth China and the costal area
48、up to year 2020, and reconstruction of existingbuilding shall be mostly completed.At present, curtain walls (including light roofs) in the whole country are totaled toover 200 million square meters with 90% of them not energy-saving. According to thereconstruction plan of the national government, th
49、ey will be replaced in all before-6-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 20122020. Along with the new construction of 2 billion square meters per annual, thewhole demand on energy-saving curtain wall will be increasing by 10 million squaremeters per annual. This is illust
50、rating a giant market on energy-saving curtain wallproducts in coming years.Up to present, there are 210 grade-I curtain wall engineering enterprises, and 246grade-I curtain wall designing enterprises in the whole country, 122 of them hold bothqualifications. The whole industry is composed of over 4
51、000 production enterprisesand 1000 supporting enterprises. However few of them hold the technologies ofenergy-saving curtain wall production of their own.(2) Metro Platform Screen Door Manufacturing Industry (PSD)Along with the sustained rapid and sound development of the domestic economy,t he urban
52、ization has speeded up obviously and the city size has expandedcontinuously. Now the time there are more than 40 cities containing more than 1million inhabitants and more than 14 cities containing more than 2 million inhabitants.The cities, which have reached economics of scale, have submitted metro
53、 planning tothe nation. Those urban traffic programming plans that the State Council hasauthorized and will still authorize are from 27 cities and need a total investment morethan RMB 1,000 billion.By the end of 2010, there had been 36 cities having submitted urban trafficprogramming plans to the re
54、levant departments of the state and 28 cities having hadtheir short range plan authorized by the government, in which including 90 railwaylines counted up more than 2,700 km and taking a total investment more than RMB1,072 billion. In the term of “the 12th Five-year Plan”, 2,500 km urban railway lin
55、ewill be constructed at an average rate of 500 km each year. And by the end of 2020,about 7000 km railway in all will be constructed over in the nation. China has becomethe biggest urban transportation construction market in the world and the next 10years will be the development summit of the PSD in
56、dustry .3. Background of the Company：Technique and Brand Superiority(1) The Curtain Wall IndustryFangda Decoration Co., Ltd. the fully-owned subsidiary, is the operator of theCompanys curtain wall business. It was one of the first curtain wall enterprises whowas granted curtain wall engineering and
57、designing qualification band I, and wasappointed the national supported enterprise in this area. It led and participated inmaking of multiple national and industrial standard such as “Energy Saving Standardfor Public Constructions”, and is holding over 100 patent technologies leading thewhole indust
58、ry of curtain wall. It is the first enterprise in the whole country which hasits own technologies in designing, manufacturing, and integrating of energy-savingcurtain wall products.The company is one of the earliest enterprises who engaged in business of curtainwall and the company has gained a good
59、 deal of prizes in recent 20 years, including“China Top Ten of Curtain Wall Manufacturing Industry”, “China Top Fifty of CurtainWall Manufacturing Industry”, “China Building Engineering LuBan Prize”(4 times),-7-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012“Zhan Tianyou Civil
60、Engineering Prize”(1 time), “National Architectural OrnamentPrize”(6 times), “Guangdong Province Outstanding Architectural Ornament Prize”(2times), “Shenzhen Architectural Golden Hawk Prize”(10 times), “Shanghai CityBuilding Engineering Magnolia Award”(1 time), “Jiangsu Province ArchitecturalOrnamen
61、t Zijinbei Prize”(1 time), “Fujian Province Minjiang River OutstandingEngineering Prize”(3 times), “Xiamen City Outstanding Architectural Ornament EgretPrize ”(1 time), “Chongqing City Bayubei Outstanding Engineering Prize”(1 time),etc. Taking the advantage of the “Fangda” brand, the company had per
62、formedhundreds of curtain wall constructions for different companies all over the world.These construction projects are Beijing Olympic Bicycle Field, Chinas ForeignMinistry Building, Beijing IBM Building, China Certificated Public Account BeijingTraining Basement, Shanghai Central Square, Shanghai
63、Ganghui Square, ShanghaiJinling Haixin Building, Shanghai Huaxia Financial Square, Shanghai InternationalTrade Mart, China Unionpay Shanghai Information Centre, Nanjing InternationalExhibition Centre, court records building of Nanjing Intermediate Peoples Court,Nanjing China Life Insurance Square, N
64、anjing Yinhe Building, Nanjing QuanfengHeadquarter Office Building, Guangzhou Jianlibao Building, Guangzhou Building,Guangdong Province Police Hall Commanding Center, Guangzhou Heyin Square,Guangzhou Zhongtai International Square, Guangzhou Huapu Square, GuangzhouTianhe East Tower , Guangdong Olympi
65、ca Sports Centre, Shenzhen Wuzhou Hotel,Shenzhen 26th University Games Opening Ceremony Gym, Shenzhen 26thUniversity Games Stadium, Shenzhen Baoan International Airport Terminal,Shenzhen Baoan International Airport New T3 Terminal, Shenzhen Zhongxin Square,Shenzhen International Conference and Exhib
66、ition Centre, Shenzhen New WorldTrade Mart, Shenzhen Green Scene Jiyuan Building, Shenzhen Jiali ConstructionSquare, Shenzhen News Building, Shenzhen Wuzhou Hotel, Zhengzhou XuedianInternational Airport, Sanya International Airport, Lanzhou Zhongchuan InternationalAirport, Chengdu Shuangliu Internat
67、ional Airport, Hunan News Building, ShenyangXingmoer Shopping Square, Dalian International Trade Mart, Dalian WandaMansion, Chongqing Times Square, Chongqing Imperial Square, Guangxi LiuzhouWenchang Building, Wuhan New World International Centre, Nannig InternationalConference and Exhibition Centre,
68、 Xian AsiaEurope Economic Cooperation Forum,Creative and Natural Hall of Xian Expo Garden, Hohhot Shangrila Hotel, HangzhouYuedu Trade Building, Ningbo ShangriLa Hotel, Xiamen Fuhai Financial Centre,Xiamen Strait Communication Centre, Xiamen Logistics Centre, Nanchang RedValley Building, Nanchang Cr
69、own Plaza Hotel, Nanning International Conference andExhibition Centre, Liuzhou International Conference and Exhibition Centre, RwandaInternational Airport Terminal (Angola), Macao Science and Technology Museum,Media Square of Melbourne (Australia), Ulan Bator Shangrila Hotel (Mongolia), etc.In the
70、field of designing and building energy saving curtain wall, the company hastaken itself to the first place many times. And its proud of having performed theprojects listed below. The first energy saving air-managing curtain wall in thenation- the Curtain Wall Project of Beijing National Accounting I
71、nstitute, the firstcurtain wall integrated photovoltaics in the nation- the Photovoltaic Curtain WallProject of Shenzhen Fangda Building, the first national grade energy saving buildingdemonstration project in the nation- the Tsinghua University Olympic EnergySaving Demonstration Project, the first
72、colored and energy saving board-made curtainwall in the nation- the Curtain Wall Project of Shenzhen News Building, the firstenergy saving super highrise residential building demonstration project in thenation-Hangzhou City Xinyu Curtain Wall Project, the first high performance-8-China Fangda Group
73、Co., Ltd.Plan for Private Issuing of A-shares 2012curtain wall in the nation whose water tightness reaches 1,000 Ph - ShenzhenMangrove West Bank Curtain Wall Project, the biggest cascade spiral dot modeglassstructure curtain wall in the world- Shenzhen New World Trade Centre RugbyCurtain Wall Projec
74、t, the biggest LED color display curtain wall in theworld-Shanghai Citibank LED Color Display Curtain Wall Project, the first newtype thermal-protective door and window system in the nation- Tsinghua UniversityUltra Low Power Demonstration Project, the first new type polycarbonate facet typesystem i
75、n the nation- Shenzhen Stadium for the 26th University Games , etc.(2) Metro platform screen door manufacturing industry (PSD)The stock issuer took the lead in manufacturing metro platform screen door since1999 and broke the monopoly formed by foreign companies. And the stock issuer hasalready obtai
76、ned a qualified ability to afford customers complete set of solution withcomplete propriety intellectual property rights for curtain wall construction.The screen door system which is developed independently by the company had passedthe test of the State Ministry of Construction in 2005 and the “urba
77、n metro platformscreen door/safety gate system” test of China Communications and TransportationAssociation Urban Railway Transportation Professional Committee . The stock issueralso took charge of working out the first industrial standard metro platform screendoor in the nation. The stock issuer obt
78、ained a certain technological superiority inthis industry now in the nation, too.The stock issuer is one of the earliest companies coming into the market and issuedboth A stocks and B stocks. The company masters the core techniques of screen doorsystem and it also is the maker of the national indust
79、ry standard. In the history, thecompany had performed the screen door construction engineering of many projectssuch as Shenyang Metro Line 1, Dalian Metro Line 1, Tianjin Metro Line 1, XianMetro Line 1, Wuhan Metro Line 1, Nanjing Metro Line 1 , Guangzhou Metro Line 1,Guangzhou Metro Line 3, Shenzhe
80、n Metro Line 1 Extension, Shenzhen Metro Line 2,Shenzhen Metro Line 4 Extension, Shanghai Metro Line 1 Circus Stop, Hong KongMetro Line 1 Nanchang Stop, some stops of Taipei Mass Rapid Transit Line and themajor facilities engineering of Beijing Metro Line 5 half-height screen door project,etc. The s
81、tock issuer possess a great brand superiority nowadays in this industry.(II) Purpose of the private issuing1. To enhance the main business operationPV curtain wall, energy saving curtain wall, and metro screen door are the businessessupported by the national government. At present, the Company is ho
82、lding greatcompetition power with its superior advantages in technologies, manpower, andmarket reputation.Through private issuing of A shares, the Company will gain financial capacity todevelop these advantages to integrate current resources and expand the production ofPV curtain wall, energy saving
83、 curtain wall, and metro station screen door system,further increase the competition power and risk-resistant ability, to realize steadygrowth and greater reward to the shareholders.-9-(II)China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 20122. Refine financial structure and lift ris
84、k-resistance powerThe proceeds of the issuing will be mainly used for supporting of working capital. Itwill contribute by reinforcing capital operation and refining capital structure andtherefore increase stability and risk-resistant.III. The subscriber and way of subscribingBanglin Technology is th
85、e largest shareholder of the Company and will be the onlysubscriber of this private issuing. As of December 31, 2011, Banglin Technology isholding 68,774,273 shares of Fangda Group and account for 9.09% of the total capitalshares.Banglin Technology will subscribe the shares by cash.IV. Type of share
86、s to be issued privately, price and pricing rules, amount ofshares to issue, trade limitation period, and arrangement for retained profit(I) Type of shares to be issuedShares to be issued will be common shares in Renminbi (A-shares) with face value ofRMB1.00Pricing policy and the issuing priceThe pr
87、icing ex-date will be the day when the announcement of resolutions of the 8thmeeting of the 6th term of Board (March 21, 2012). The price will be 90% of theaverage 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 pe
88、riod from pricingex-day to issuing day, such as dividend distribution, bonus shares, or capitalizing ofcommon reserves, the price shall be adjusted correspondingly.The average price in 20 days prior to the ex-day = Total value of share trading in 20days prior to the ex-day ?total amount of shares tr
89、aded in 20 days prior to the ex-day.(III) Amount of shares to be issuedA-shares issued this time will not be more than 35 million shares (included). If theCompany conducted dividend distribution, bonus share distribution, capitalizing ofcommon reserves during the period from the pricing ex-date to t
90、he issuing date, theamount to be issued will be adjusted accordingly.(IV) Arrangement of trade-limitation periodShares subscribed by Banglin Technology at this private issuing are not allowed to betransferred in 36 months since the closing day of this private issuing.(V) Arrangement for retained pro
91、fits before the private issuingUpon accomplishing of the issuing, the new shareholders will share the retained profitof the current year and accumulated from previous years along with the existingshareholders.V. Investment projects financed by the proceedsProceed raised from this private issuing wil
92、l not more than RMB149.45 million,which will be used to support the working capital of the Company.-10-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012VI. Situation of related transactionsFor Banglin Technology is the largest shareholder of the Company and the onlysubscriber of
93、this private issuing, it is forming a related transaction. The Companywill follow the procedures about related transactions strictly according to the relatedregulations.VII. Whether it will cause change in controlling power over the CompanyAs of December 31, 2011, Mr. Xiong Jianming, Chairman of the
94、 Board, was holding99,185,356 shares (13.10% of the total shares) of the Company directly or indirectly.Upon completion of this private issuing, Mr. Xiong will hold 17.73% of the totalcapital shares of the Company provide the amount of shares issued this time is 35million. Namely it will not cause c
95、hange in controlling power of the Company.VIII. Approvals from authorities obtained and to be obtainedThis plan of private issuing has been approved at the 8th meeting of the 6th term ofBoard on March 20, 2012. It still need to be approved by the Shareholders Meeting ofthe Company and also by CSRC.I
96、X. Valid period of the resolutions on the private issuingThe resolution will be effective for 12 months since it was approved by theShareholders Meeting.-11-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012Chapter II. Profiles of the SubscriberI. Basic information about the subsc
97、riber(I) SummaryName of the subscriber: Shenzhen Banglin Technology Development Co., Ltd.Date of incorporation: June 7, 2001Certificate of incorporation: 440301102755972Registered capital; RMB30 millionLegal representative: Chen JinwuRegistered address: A707-3 Huaying Building, 97 Nanshang Road, Nan
98、shan,ShenzhenBusiness type: company with limited liabilityBusiness scope: investing in industries (application procedures essential for eachproject), developing of electronic products, technical consulting, domestic commerce,material supplying (excluding special materials under government limitation
99、 orrestriction), import and export business.(II) Chart of relationships among the subscriber, its holding shareholder, and thesubstantial holderXiong Jianmingis Xiong XisfatherXiong JianmingXiong Xi100%85%15%Shengjiu Investment Ltd.Shenzhen Banglin Technology Development1. 64%0.014%9.09%China Fangda
100、 Group Co., Ltd.-12-6.58-9.93China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012(III) Business development of the subscriberBanglin Technology is mainly engaged in investment businesses. It is not holding anyshares of other companies other than China Fangda Group nor doing any othe
101、rbusinesses.(IV) Financial Statements of the latest fiscal year of the Subscriber (NoteAudited)The major financial information of Banglin Technology as of December 31, 2011 (Notaudited):In RMB10 thousandTotal of assetsTotal of liabilityOwners equityTurnoverTotal profitNet profitItemsItemsItems2011.1
102、2.3127,605.414,627.1922,978.21Year 2011-22.97-22.97Year 2011Net amount of cash flow from business operationNet amount of cash flow from investmentNet amount of cash flow from financing operations(V) Particulars about any punishment or lawsuit against the Subscriber and itsdirectors, supervisors, and
103、 executives in the latest five yearsNone of Banglin Technology and its current directors, supervisors, or executives isinvolved in any government punishment or criminal lawsuit (other than those whichnot related to the securities market), nor any finance-related civil lawsuit or arbitrationissues.-1
104、3-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012(VI) Upon completion of the issuing, whether there will be competition orassociated relationship formed between the Company and the subscriber and itsholding shareholders or substantial holder.Upon completion of the issuing, ther
105、e will note be competition or associated relationship formedbetween the Company and the subscriber and its holding shareholders or substantial holder.(VII) Material transactions between the Company and the Subscriber and itsholding shareholder or substantial holder in 24 months before this issuing o
106、fsharesNo such material transaction occurred between the Company and the Subscriberand its holding shareholder or substantial holder in 24 months before this issuingof shares.II. Summary of the conditional share subscribing contractThe Company has entered the conditional Share Subscribing Contract w
107、ith BanglinTechnology with the main contents as:(I) Parties of the contract: China Fangda Group Co., Ltd., Shenzhen BanglinTechnology Development Co., Ltd.(II) Amount of shares to be subscribed: not more than 35 million shares (included) tobe subscribed by Banglin Technology.(III) Way of subscribing
108、: Banglin Technology is about to subscribe the shares issuedby the issuer by cash.(IV) Price of shares: not lower than 90% of the average of prices in 20 trading daysbefore the disclosure the resolutions of the Board meeting about this private issue,namely RMB4.27 per share.(V) Date and way of payme
109、nt, and transferring of shares: As soon as the privateissuing was approved by CSRC, Banglin Technology makes full payment to thespecial account with the amount and at the date as decided by the sponsoringorganization (the main dealer). Upon completion of account verification, thesponsoring organizat
110、ion (the main dealer) will transfer the money to the specialaccount of China Fangda Group Co., Ltd. after deducting of sponsoring fee. ThenFangda Group shall follow the share registration procedures as soon as possible.(VI) Trade-limit period: shares subscribed by Banglin Technology shall not be sol
111、d in36 months since closing of the private issuing.(VII) Default: In any case that any default of agreement, responsibility, obligation,statement, or guarantee carried in this contract is deemed as defaulting. The defaultingparty shall compensate all of the losses that caused to the other party.(VII
112、I) Taking effect and terminating of the contract: This contract will take effect assoon as it is signed by both parties and all of the following conditions are satisfied:The contract is approved by the Board of Directors of the Issuer; The contract isapproved by the Shareholders Meeting of the Issue
113、r; The private issuing is approvedby CSRC. In contrary, if any of these conditions is not satisfied, the contract willterminate spontaneously.-14-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012Chapter III. Feasibility report of the Board on usages of the proceedsI. Application
114、plan of the proceedsPlease see Chapter I V. Investment projects financed by the proceedsII. Necessity and feasibility of using the proceeds(I) Necessity and feasibility of using the proceeds1. Along with the growth of the curtain wall and PSD market in recent years, theCompanys business kept growing
115、 constantly, and brought greater demand in capital.Shortness of working capital has been greatly limiting the rapid developing of theCompanys business. And the market effect has not been fully developed.2. As the characteristics of the curtain wall and PSD projects, the capital circulationperiods ar
116、e relatively long. Furthermore, a number of contracting and warrantydeposits have occupied a large amount of working capital. Although the Company hasused all measures to increase the effectiveness of capital operation, but still facingshortage of working capital.3. Influenced by the restricting mon
117、etary policies of the national government, thedeposit reserve ratio is at the historical high level and the benchmark interest rate hasbeen rising. The Company is under great pressure of financial expenses and financialresources.(II) Feasibility of the usage of proceedsBenefit from the national poli
118、cies, the Companys curtain wall and PSD products areexpecting a good trend in the market. This issuing of shares will support theCompanys working capital and reinforce the competition. It will greatly help toempower the business operation and ensure a sustainable development. It is for thegreatest b
119、enefit for the shareholders.III. Influences on the administration and financial situation(I) Influences on the administration practiceUsage of the proceeds from this private issuing of A-shares is complying with thenational policies and strategy approach. It will bring good perspective and economica
120、lefficiency. Upon completion of the projects, the Company will be further reinforcedfor its competition power and leading position in the industry. Greater profitabilitywill not only contribute to the Companys growth, but also to the benefits of theshareholders.(II) Influences on financial situation
121、The following calculations are based on the assumption of proceeds amounted toRMB149.45 million, and the financial data are provide basing on the consolidatedfinancial statements.1. Lift the scales of total asset and net asset, increase risk-resistance powerUpon completion of this private issuing, t
122、he total asset and net asset will both increaseby RMB149.45 million. As soon as the economical effectiveness has realized, both ofthe total asset and net asset will be growing continuously. And the Companys-15-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012risk-resistance will
123、be increased simultaneously.2. Increase business income and profitabilityProceeds of this private issuing will be used to support the working capital. On theone side, it may satisfy the needs of business development, further reinforce the mainbusinesses of the Company; on the other side, it will con
124、tribute to the achieving ofeconomy of scale, and lower the costs, as well as increasing the profitability.IV. Filing and approving issues involvedNo land using, environmental issues, or project approval issues involved for theproceeds of this private issuing will be used as working capital.Chapter I
125、V. Analyze of the Board on the influences on the CompanyI. Influences of the issuing on the Companys business, asset, the Articles ofAssociation, shareholder structure, senior management, and revenue structureNo rearrangement for companys business and asset after this issuing.After this offering, co
126、mpany constitution has no adjustment except for the adjustmentof registered capital and capital stock.Upon completion of this private issuing, the shareholding structure will change for theshare portion of Banglin Technology will rise.After this offering, senior management personnel will not change.
127、The Companys main businesses will not change.II. Change of financial situation, profitability and cash flow situation after theissuingUpon available of the proceeds, the current asset, total asset and net asset will increase,liability on asset ratio will decrease, thus the capital structure will be
128、optimized.Liquid ratio will be increased to lower financial risks, reduce interest expenses, andincrease overall profitability.Upon completion of the private issuing, the cash flow from financing activities willincrease. Meanwhile, using of the proceeds as working capital will satisfy thebusiness gr
129、owth, improve cash flow situation and lower the financial costs.III. Business and administrative relationship between the Company and thecontrolling shareholder and its related parties, related transactions andhorizontal competitionUpon completion of this private issuing, no change will happen to th
130、e businessrelationship and management relationship between the Company and the holdingshareholder and its related parties. No horizontal competition will be developed.-16-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012IV. Whether there is any adoption of capital by the controll
131、ing shareholder or itsrelated parties upon completion of this issuing, or, whether the Company isproviding guarantees to the controlling shareholder or its related partiesThere wont be any adoption of capital by the controlling shareholder or its relatedparties upon completion of this issuing, nor t
132、he Company is providing guarantees tothe controlling shareholder or its related parties.V. Influence of the issuing on the Companys liability situationAs of September 30, 2011, the liability on asset ratio was 44.05% on consolidatedbasis. Basing on the liabilities and assets in the Balance Sheet on
133、September 30, 2011,and provided the proceed from this private issuing was RMB149.45 million, uponcompletion of this private issuing, the liability on asset rate will be reduced from44.05% down to 41.05%, which is on an appropriate level. Thus this private issuing ofshares will benefit the improving
134、of capital cost situation, reduce financial costpressure, and increasing of stability and risk-resistance of business operation.VI. Statement on risks related to the private issuing(I) Industrial risksThere are a great number of enterprises engaged in the designing and installation ofcurtain wall, i
135、n which a number of enterprises have great power in aspects ofdesigning, installation, and management. The scale and standard of the industry willbe upgraded constantly along with the upgrading of designing and installation processand application of new materials and technologies.The Company is faci
136、ng severe competitions against global providers such asPermasteelisa Gartner along with the implementing of the Companys overseasstrategy. Therefore there is still certain risks although the Company has its advantagesin market loyalty and technologies.PSD system industry is in its early stage of dev
137、elopment in the country. Foreigncompetitors have been participated in the competition of domestic market. Localsuppliers who have no qualifications will also engaged in the market by introducingforeign competitors. The coming decade will be the highest peak of the PSD market inthe country. The Compa
138、ny will surely face severe market competition.(II) Administration risksCurtain wall business has the nature of wide distribution with multiple constructionsites. The Companys curtain wall projects scatter in main cities all over the country.This brings great difficulties to administration approach.
139、The Company hasestablished the internal controlling system covering all operation units from theheadquarter to each project team, though the curtain wall projects have complicatedoperation flows and varies greatly one from another. It is crucial to have effectivecontrol over the quality, progress, s
140、afety, and capital operation of all the projects.There is risk of administrative failure in individual projects, which may causeimpairment on the business.(III) Risks from stock market fluctuationThis private issuing will influence the business operation and financial situation of theCompany. Change
141、 in fundamental layer may influence the price of the Companys-17-China Fangda Group Co., Ltd.Plan for Private Issuing of A-shares 2012shares. On the other hand, change of macro situation and industrial prospects,adjustment of national policies, movement of investors prospects, will all makeinfluence
142、s on the market price of the Companys shares.(IV) Risks from approval of the authoritiesThe private share issuing is subject to approval of the Shareholders Meeting as wellas CSRC. There is certain uncertainty in approving procedure and date of approval.China Fangda Group Co., Ltd.The Board of DirectorsMarch 21, 2012-18-
