Announcement on Resolutions of the 7th Meeting of the 4th Supervisory Committee of Fangda Carbon New Material Technology Co., Ltd.
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The 7th meeting of the 4th Supervisory Committee of Fangda Carbon New Material Technology Co., Ltd. was held on November 27, 2009 in the conference room on the fifth floor of the company office building. The meeting should attend 5 supervisors and 5 supervisors. The meeting was held in accordance with the provisions of the Company Law and the Articles of Association. The meeting reviewed and approved the following proposals:
I. Proposal on temporarily replenishing working capital with idle raised funds
In order to improve the efficiency of the use of raised funds, reduce the company's financial costs, and reduce the company's operating costs, the company re-uses some of the idle raised funds to temporarily replenish the working capital to purchase part of the company's raw materials, on the premise of ensuring the normal progress of the fundraising project. The idle raised funds temporarily supplement the total working capital to RMB 500 million, and the service period is no more than six months.
The idle raised funds are temporarily used to supplement the liquidity before the maturity, the company will use its own funds or working capital to borrow. The company's use of idle raised funds to temporarily supplement the working capital does not change the investment of the raised funds in disguise, nor will it affect the normal operation of the raised funds investment projects.
The matter must be implemented after the company's third extraordinary shareholders meeting in 2009.
Agree to 5 votes, against 0 votes, and abstain from 0 votes.
2. Proposal on abandoning the acquisition of the equity of Chengdu Carbon Co., Ltd.
Chengdu Carbon Co., Ltd. (hereinafter referred to as "Chengdu Carbon") was established in October 2004 and is located in Yangzhong Industrial Park, Chengdu Economic and Technological Development Zone. It has a registered capital of 10 million yuan and mainly produces and sells carbon products, chemical products and carbon products. Development. Chengdu Carbon is a legal person-owned unit and its legal person shareholder is Chengdu Shengyuan Carbon Technology Co., Ltd.
As of May 31, 2009, Chengdu's total carbon assets were 115,063,231.16 yuan, liabilities were 7,998,993.62 yuan, and net assets were 107,064,237.54 yuan. From January to May 2009, the company realized income of RMB 12,448,646.11, profit of RMB 5,954,360.17 and net profit of RMB 5,541,688.51.
According to the Notice of Liaoning Fangda Group Industrial Co., Ltd. on the transfer of the equity of Chengdu Carbon Co., Ltd. in the near future, the shareholders of Chengdu Carbon Co., Ltd. want to transfer all the shares held by them, and the transfer price is subject to the evaluation value.
Chengdu Carbon and Fangda Carbon belong to the carbon industry, but there are big differences in process formula and product use. Chengdu carbon mainly produces isostatic graphite. Isostatic graphite is widely used in optical fiber manufacturing, solar grade monocrystalline silicon and electricity. Conductive materials for spark machining, graphite crystallizers for metal continuous casting, graphite parts for thermal field of single crystal silicon furnaces, precision ceramics, diamond polycrystals, diamond tools, and sintered dies for hot press sintering. The main products of Fangda Carbon are graphite electrodes, various types of carbon bricks and special graphite. Graphite electrodes are mainly used for conductive electrodes in electric steelmaking in steel industry. Carbon bricks are mainly used to build building materials and aluminum in steel furnaces. The company's aluminum smelting materials, special graphite is mainly used for high-temperature gas-cooled reactor internal nuclear graphite, and isostatic graphite in the process formula is also very different.
Chengdu carbon is currently in the expansion stage, the funds are tight, the follow-up funds cannot be guaranteed, and the sales volume of the products has also declined due to the financial crisis. The production and operation are almost in trouble and have to be transferred externally.
In view of the fact that Chengdu Carbon has not formed scale production at present, the technology is still not mature, there are many uncertain factors, and there is a certain investment risk. Fangda Carbon intends to abandon this business opportunity, and the company's controlling shareholder, Liaoning Fangda Group Industrial Co., Ltd., acquires 100% equity of Chengdu Carbon, which helps to reduce competitors and avoid business opportunities falling into other competitors. After Chengdu Carbon Expansion is completed, the technology of Liaoning Fangda Group Industrial Co., Ltd. is gradually matured, and it can achieve high efficiency and achieve profitability. The annual profit is more than 20 million yuan. When the above target is achieved, it will be transferred within half a year. For listed companies, but the transfer price is not higher than the purchase price of Liaoning Fangda Group Industrial Co., Ltd. when acquiring Chengdu carbon.
Agree to 5 votes, against 0 votes, and abstain from 0 votes.
Special announcement.
Fangda Carbon New Material Technology Co., Ltd.
Board of supervisors
November 27, 2009