《方 大Ｂ：非公开发行A股股票预案（英文版） .ppt》由会员分享，可在线阅读，更多相关《方 大Ｂ：非公开发行A股股票预案（英文版） .ppt（20页珍藏版）》请在三一办公上搜索。
1、,China Fangda Group Co.,Ltd.Stock Code:000055,200055,Plan for Private Issuing of A-shares 2012Stock ID:Fangda Group,Fangda B,Announcement No.2012-12China Fangda Group Co.,Ltd.Plan for Private Issuing of A-shares 2012March 2012,China Fangda Group Co.,Ltd.,Plan for Private Issuing of A-shares 2012,Tab
2、le 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,amount of shares to
3、 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 obtained and to be obtained.11IX.Valid
4、 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 the proceeds.15I.Application plan of the proceeds
5、.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.Influences of the issuing on the Companys business,asset,the Articles
6、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 the Company and the controllingshareholder and its related parties,related tr
7、ansactions 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 thecontrolling shareholder or its related parties.17V.Influence of the issuing on
8、 the Companys liability situation.17VI.Statement on risks related to the private issuing.17,China Fangda Group Co.,Ltd.,Plan for Private Issuing of A-shares 2012,Company StatementsThe directors,and the Company acknowledge that there isnt any false record,misleading statement or significant omission
9、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 responsible for the changesin business operation and profitability;whereas the investors shall unde
10、rtake 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 false.Investors shall inquire stock brokers,lawyers,professional accountants or otherprofessional
11、 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 thisplan are subject to the approval or verification of the relative authorities.-1-,China Fangda Group
12、Co.,Ltd.,Plan for Private Issuing of A-shares 2012,Special 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 Fangda Group Co.,Ltd.The planis subject to approval of the shareholders meeting.II.Shenzhen Banglin
13、 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,whichwill be used to support the working capital of the Company.IV.Amount of A shares issued privately
14、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).The pricewill be 90%of the average price in 20 days prior to the pricing ex-date,namelyRMB4.27 per share.IV.Am
15、ount 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 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
16、 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 dividenddistribution,bonus shares,or capitalizing of common reserves,the price shall beadjusted correspondingly.The Shareholders Mee
17、ting authorizes the Board to finalizethe price upon approval of China Securities Regulatory Commission and consulting tothe organizational investors by the issuer and the sponsor,amount of issuing will bethen decided.V.This plan of private issuing of A shares is subject to the examination of theshar
18、eholders meeting and submit to CSRC for approval.-2-,China Fangda Group Co.,Ltd.,Plan for Private Issuing of A-shares 2012,DefinitionsThe following terms are defined to the meanings in the right,except for specifiedotherwise.,The Company,Fangda Group,Company,Refers to China Fangda Group Co.,Ltd.,The
19、 Subscriber,Technology,Banglin,Refers to,Shenzhen Banglin Technologies Development Co.,Ltd.,this time of issuing,theprivate issuingThis planPricing Ex-date,Refers toRefers toRefers to,The action undertaken by China Fangda Group Co.,Ltd.to issue A-shares privately in 2012The Plan for Private Issuing
20、of A-shares 2012 made byChina Fangda Group Co.,Ltd.The announcement day of the resolutions of the Boardmeeting regarding this private issuing,CSRCSSERMB,Refers to China Securities Regulatory CommissionRefers to Shenzhen Stock ExchangeRefers to RMB Yuan-3-,China Fangda Group Co.,Ltd.,Plan for Private
21、 Issuing of A-shares 2012,Chapter 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 ExchangeStock ID:Fangda Group,Fangda BStock code:000055,200055Registered capital:RMB756909905.00Legal representative:Mr.Xiong
22、JianmingDate of incorporation:April 20,1994Registered address:Fangda Building,Kejinan 12th Avenue,High-tech Zone,Shenzhen,PR China.Secretary of the Board:Zhou ZhigangAddress:Fangda Town,Xili Longjing,Nanshan District,ShenzhenPost code:518055Contact number:0755-26788571-6622Fax:0755-26788353Email:Web
23、site address:II.Circumstance and purposes of this private issuingThe national government is currently promoting energy saving,clean production andsustainable development,especially in construction area and developing of newenergy.A number of national policies were produced to support the development
24、 inthese areas.The Company has engaged mainly in three of the government-facilitated industries curtain wall&materials,railroad equipments,and LED lighting products.The Companys curtain wall&material business is mainly the production ofenergy-saving curtain wall materials,and also energy-saving door
25、s and windows,andauto-clean nano aluminum plates.As the first producer of energy saving curtain wall products,the Company is also thefirst listed 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
26、awarded multiple“Top 50 Curtain Wall Producer in China”,and“Luban Awardfor Construction Projects”the highest award in the country,for three times,anddozens of provincial and ministry awards.“Fangda”brand has gain high reputation inthe industry with strong competition.-4-,China Fangda Group Co.,Ltd.,
27、Plan for Private Issuing of A-shares 2012,With its over 100 patents,the Company has been holding leading technologyadvantages in the curtain wall industry.We participated in producing of industrialstandard and national standard and are now holding seven industrial records in thecountry.Through years
28、 of development,the Company has become the pioneer andleader of energy saving curtain wall industry.Metro station screen door system is the Companys leading product in railwaytransportation industry.Train cart doors,automatic doors,and special doors are otherproducts of the Company.Metro station scr
29、een door is featured safe,energy-saving,and environmental protection,and is a high-tech product combined intelligentcontrolling 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,
30、we have accomplished dozens ofscreen door projects in and outside the country,and have good reputation and showngreat technical 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
31、industries.It willsupport the rapid growth constantly.(I)Circumstances of the private issuing1.Government policy(1)The 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-friend
32、lyeconomy in the whole country.Green building and construction are promoted in theconstruction industry,and the newest construction process,material,and informationtechnologies will be applied to improve the whole industry.“Instructive opinions on sustainable development of curtain wall industry”(Zh
33、ong-zhuang-xie 2007005)pointed out the direction of safe,energy saving,watersaving,material saving,land saving,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
34、government buildings and large scale publicfacilities”,in which the target was set to reduce the energy 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 t
35、o be reduced by 10%in the construction process.The“Action Plan of Green and Energy-saving Construction”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 met
36、ers,and new energy-saving construction of 1.1 billion squaremeters during the period of the 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.Accordi
37、ng to thenational orientation,energy-saving curtain wall is going to be the overall 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 ofurba
38、n railway transportation equipments”,“domestication scheme of urban railwaytransportation 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
39、and electromechanicaldevices shall not be less than 70%in urban railway transportation 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 te
40、chnical breakthroughs.Considering to motivate the infrastructure construction 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
41、equipments in urbanrailway system construction projects(NDRC Office Industry2005 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 con
42、struction of railroad,urban railway system and comprehensive transportation 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 a
43、nd consumer ofcurtain wall products in the world.At present 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
44、more worse.The recent survey shows that the construction 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 bu
45、ildings.All through thecountry,95%of the existing 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 p
46、roblem of construction energy saving isbecoming 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 cit
47、ies inNorth China and the costal area 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 pla
48、n of the national government,they will be replaced in all before-6-,China Fangda Group Co.,Ltd.,Plan for Private Issuing of A-shares 2012,2020.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 squareme
49、ters per annual.This is illustrating 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 indu
50、stry is composed of over 4000 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 dome
