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Extraordinary Announcement

Huaxin Cement Co., Ltd.Announcement on Resolutions of the Annual Shareholders Ge

2010-04-2316647次
Stock Codes: 600801, 900933   Stock Abbreviations: Huaxin Cement, Huaxin B Share   Ref. Lin 2010-005
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the
Annual Shareholders’ General Meeting 2009
 
The Board of Directors of the Company and its members guarantee that there is no false or misleading statement or material omission in this announcement and shall be severally and jointly liable for the truthfulness, accuracy and completeness of its contents.
 
I. Important Notice:
 
A proposal was vetoed during the Meeting: the Meeting voted the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds.
 
A new proposal was submitted to the Meeting for voting.
 
Shareholder who put forward the new proposal: Huaxin Group Ltd. (who holds 89,120,880 shares, covering 22.08% of the total shares of the Company) submitted the “Proposal (of Huaxin Group Ltd.) in Respect of Modifying the Proposal (of Huaxin Cement Co., Ltd.) in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds” to the Board of the Company on April 12, 2010.
 
Main content of the proposal is as follows:
 
The Eleventh Meeting of the Sixth Board of your Company has reviewed and adopted the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds and submitted it to the Annual Shareholders’ General Meeting 2009 of your Company for reviewing.  As the second largest shareholder of your Company, we believed that the plan of applying for placement of mid-term notes and renewal of short-term financing bonds made by the Board would be beneficial to the development of your Company.  However, after referring the relevant regulations, we found that the issue of debt financing instrument for non-financing enterprise needs to be registered in Association of Inter-bank Market Dealers and there would be uncertainties for the registration time.  In order to ensure a successful issue, in accordance with the Articles of Association and the relevant laws, rules and normative documents, we hereby specially put forward the extraordinary proposal in respect of Huaxin Cement Co., Ltd. Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds, detailed contents are as follows:
 
On Jul 7, 2009, Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) successfully issued 600 million yuan short-term financing bonds, which reduced financial expenses of 12 million yuan compared with bank loans over the same period of the last year, explored new financing channels and reduce the capital cost of the Company.  In order to further explore new financing channels, relieve the comparatively uptight capital situation, optimize liability structure and reduce financial costs, the Company, conforming to the regulations of Management Method of Debt Financing Instrument for Non-financing Enterprise in Inter-bank Bond Markets, is to apply for placement of mid-term notes and renewal of short-term financing bonds.
 
1. The Company plans to issue mid-term notes amounting to 1,200 million yuan.  It is mainly used for optimizing the liability structure, supplementing operating capital or filling capital gaps of some projects.  The underwriting approach will be a stand-by underwriting. The 3-year mid-term notes amounting to 600 million yuan will be firstly issued within two months after the registration complete.  According to the capital needs of the Company, the 5-year mid-term notes amounting to 600 million yuan will be secondly issued within two years after the registration complete.
 
2. The Company plans to apply for a renewal of 365 day short-term financial bonds, amounting to 600 million yuan.  It will be used for supplementing the liquidity.  The underwriting approach will be a stand-by underwriting by a main underwriting agent.
 
The total amount of short-term financing bonds, Mid-term Notes and bank loans will be within the limit of the Year Budget.
 
II. Convening of the Meeting
 
1. Convening time: 9:00 am on April 22, 2010
 
2. Convening place: Meeting Room 1 on the first floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1, Guanshan Road 2, Wuhan City, Hubei Province
 
3. Convening way: on-site voting
 
4. Convener: Board of Directors of the Company
 
5. Presider: Chairman Mr. Chen Musen
 
6. The calling and convening procedure, qualification of attendants, share registration and voting procedure of the Meeting were in compliance with the stipulations contained in the Company Law, the Rules of Shareholders' General Meeting of Listed Companies and the Articles of Association of the Company.
 
III. Attendance of the Meeting
 
12 shareholders or shareholder proxies attended the Meeting, representing 275,391,277 voting right shares covering 68.23% of the total shares of the Company. Including 164,434,280 voting right shares held by “A” share holders covering 40.74% of the total shares of the Company, and 110,956,997 voting right shares held by “B” share holders covering 27.49% of the total shares of the Company.
 
IV. Reviewing and voting of the proposals
 
1. Reviewed and adopted the Directors’ Report 2009 of the Company (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
2. Reviewed and adopted the Supervisors’ Report 2009 of the Company (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
3. Reviewed and adopted the Final Financial Report 2009 and Financial Budget Report 2010 of the Company (Voting result: 275,345,277 affirmative voting right shares, covering 99.98% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,910,997 affirmative voting right B shares, Abstention: 46,000, Negatives: 0);
 
4. Reviewed and adopted the Profit Distribution Plan 2009 of the Company (Voting result: 275,375,777 affirmative voting right shares, covering 99.99% of the total voting right shares, including 164,418,780 affirmative voting right A shares, Abstention: 0, Negatives: 15,500; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
The net profit of the Company for 2009 was 441,411,984 yuan (parent company) or 500,507,612 yuan after consolidation.  Pursuant to the relevant provisions contained in the new Company Law and the new Accounting Rule, 10%, i.e. 44,141,198 yuan will be appropriated to statutory surplus common reserve fund.  The allocable profit of the parent company is 754,563,996 yuan by the end of December 2009.
 
The Board proposes that on the basis of the total 403.6 million shares, a cash dividend of 0.2 yuan per share (incl. tax) shall be distributed to all shareholders, hence 80,720,000 yuan shall be distributed, and the whole of the remaining shall be booked as unallocated profit.
 
The Board also proposes that no capital reserve shall be converted into share capital for 2009.
 
The Company will give another announcement to inform about the manner and time for the profit distribution.
 
5. Reviewed and adopted the Proposal in Respect of Appointing Accounting Firm and Empowering the Board of Directors to Decide its Remuneration (Voting result: 274,689,218 affirmative voting right shares, covering 99.75% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,254,938 affirmative voting right B shares, Abstention: 702,059, Negatives: 0);
 
6. Reviewed and adopted the Annual Work Report 2009 of Independent Directors (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
7. Reviewed and adopted the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds (Voting result: 250,386,852 negative voting right shares, covering 90.92% of the total voting right shares, including 27,700 affirmative voting right A shares, Abstention: 0, Negatives: 164,406,580; 24,976,725 affirmative voting right B shares, Abstention: 0, Negatives: 85,980,272);
 
8. Reviewed and adopted the Proposal in Respect of Providing Guarantees for Project Loans and Comprehensive Credit Business of Subsidiaries through special resolution (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
9. Reviewed and adopted the Proposal in Respect of Accepting Mr. Tom Clough to Resign from the Position of Director (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
10. Reviewed and adopted the Proposal in Respect of Nominating Mr. Ian Thackwray as the Director of the Sixth Board of Directors (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
11. Reviewed and adopted the Proposal in Respect of Adjusting Duty Allowance for Directors and Supervisors (Voting result: 274,689,218 affirmative voting right shares, covering 99.75% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,254,938 affirmative voting right B shares, Abstention: 702,059, Negatives: 0);
 
12. Reviewed and adopted the Proposal in Respect of Report on Utilization of the Funds Raised from Previous Offering (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
 
13. Reviewed and adopted the Proposal (of Huaxin Group Ltd.) in Respect of Modifying the Proposal (of Huaxin Cement Co., Ltd.) in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds (Voting result: 271,198,501 affirmative voting right shares, covering 98.48% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 106,764,221 affirmative voting right B shares, Abstention: 4,192,776, Negatives: 0).
 
This proposal is a newly added proposal, please refer to the “Important Notice” for details.
 
V. Legal opinions issued by the lawyers
 
1. Name of the Law Firm: Hubei Sunshine Law Firm
 
2. Names of the lawyers: Peng Bo, Han Jing
 
3. Lawyers’ Letter of Legal Opinions
 
Hubei Sunshine Law Firm - Letter of Legal Opinions in Respect of the Annual Shareholders' General Meeting 2009 of Huaxin Cement Co., Ltd.
 
To: Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”)
 
Hubei Sunshine Law Firm (hereinafter referred to as “the Firm”) accepted the appointment by the Company, we were appointed to attend the Annual Shareholders’ General Meeting 2009 (hereinafter referred to as “the Meeting”) of the Company, and issued legal opinions for the legitimacy and validity of the calling and convening procedures, qualification of attendants and conveners, voting procedures and voting results of the Meeting.
 
In order to issue the Letter of Legal Opinions, we attended the Meeting, checked up the relevant documents of the Meeting offered by the Company and heard the explanations to the relevant proceedings made by the Board of the Company.  During the process of checking up the relevant documents, the Company ensured us and made commitments that the submitted documents and the explanations were all true, and it had already offered necessary and authentic original paper materials, copies or oral attestation for the Letter of Legal Opinions. The relevant copies or reprographic copies were as the same as the original documents.
 
Pursuant to the provisions contained in the Securities Law of the People's Republic of China, Company Law of the People's Republic of China, the Rules of Shareholders' General Meeting of Listed Companies of CSRC, and other relevant laws, regulations, criterions, as well as the Articles of Association of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Articles of Association of the Company”), and according to the accepted professional criteria, ethics and diligence spirit of lawyer vocation, we issued our legal opinions as follows:
 
I. In respect of the calling and convening procedures of the Meeting
 
This Meeting was convened by the Board of Directors of the Company.
 
The convening time of the Meeting, location, qualification of attendants, registration of the Meeting, share registration date, as well as proceedings of authorizing proxies to attend the Meeting and take voting were sufficiently disclosed in the Announcement on Resolutions of the Eleventh Meeting of the Sixth Board of Directors and on Convening the Annual Shareholders’ General Meeting 2009 (hereinafter referred to as the Announcement) published on March 31, 2010 on China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily and on the appointed website by CSRC.  The reviewing items of the Meeting and the contents of the relevant proposals have already been listed on the Announcement.
 
On April 12, 2010, the Board of the Company received the “Proposal in Respect of Modifying the Proposal (of Huaxin Cement Co., Ltd.) in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds” from the second largest shareholder of the Company Huaxin Group Ltd. (who holds 89,120,880 shares, covering 22.08% of the total shares of the Company), who required to submit the Proposal to the Annual Shareholders’ General Meeting 2009 for approval.  The Board agreed to submit the Proposal to the Meeting for approval and has published a supplementary notification of Adding an Extraordinary Proposal to the Annual Shareholders’ General Meeting 2009 on April 13, 2010 on China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily and on the appointed website by CSRC, which has announced the content of the extraordinary proposal.  Through reviewing, the above extraordinary proposal is within the scope of functions and powers of the Shareholders’ General Meeting, it has clear topic and specific items, and it is in compliance with the relevant laws, rules, and stipulations contained in the Articles of Association, hence it could be submitted to the Meeting for approval.
 
The Meeting was convened at 9 am on April 22, 2010 in the meeting room of the Company as announced, Chairman of the Company Mr. Chen Musen presided the Meeting.
 
Through validation, the calling and convening procedures of the Meeting were in compliance with the stipulations contained in the relevant laws, administrative regulations and Articles of Association of the Company.
 
II. In respect of the qualification of attendants and conveners
 
(I) Convener of the Meeting
 
This Meeting was called for and convened by the Board of the Company.
 
(II) Shareholders present at the Meeting
 
All together 12 shareholders or shareholder proxies attended the Meeting, representing 275,391,277 shares covering 68.23% of the total shares of the Company, including 164,434,280 voting right shares held by 9 “A” share holders covering 40.74% of the total shares of the Company, and 110,956,997 shares held by 10 “B” share holders covering 27.49% of the total shares of the Company.  After checking up identity certifications, share holding certifications and Power of Attorney offered by the shareholders or shareholder proxies, A Shareholders Name List after 3:00 pm on April 12, 2010 and B Shareholders Name List after 3:00 pm on April 16 (the last trading date of B share registration was April 12) offered by CSDCC Shanghai Branch and other relevant certification documents, the lawyers believed that the above persons have qualification to attend the Meeting. 
 
(III) Other attendants 
 
Directors, Supervisors, Secretary to Board, Senior Management of the Company and the lawyers were present at the Meeting.
 
Through validation, qualification of the attendants and convener of the Meeting were in compliance with the stipulations contained in the relevant laws, administrative regulations and Articles of Association of the Company, so they were legitimate and valid.
 
III. Voting procedures and voting results of the Meeting
 
Proposals of the Meeting were voted in signed ballets via on-site voting, the scrutinizing procedure was in compliance with the Articles of Association and the voting results were announced on the spot.
 
All the proposals have been reviewed and adopted by the Meeting except for the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds put forward by the Board.
 
Voting result of the Proposal in Respect of Modifying the Proposal (of Huaxin Cement Co., Ltd.) in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds put forward by the second largest shareholder of the Company Huaxin Group Ltd. (who holds 89,120,880 shares, covering 22.08% of the total shares of the Company) is: 271,198,501 affirmative voting right shares, Abstention: 4,192,776, Negatives: 0.  It was approved by more than 1/2 voting right shares held by the shareholders (shareholder proxies) attended the Meeting.
 
Voting result of the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds put forward by the Board is: 25,004,425 affirmative voting right shares, Abstention: 0, Negatives: 250,386,852.  It was not approved by more than 1/2 voting right shares held by the shareholders (shareholder proxies) attended the Meeting.
 
In addition, Proposal in Respect of Providing Guarantees for Project Loans and Comprehensive Credit Business of Subsidiaries put forward by the Board to the Meeting for approval has been approved by more than 2/3 voting right shares held by the shareholders (shareholder proxies) attended the Meeting, it was in compliance with the stipulations contained in the Articles of Association of the Company.
 
Through validation, voting procedures and voting results of the Meeting were in compliance with the stipulations contained in the relevant laws, administrative rules and Articles of Association of the Company.
 
IV. Conclusion
 
Through validation, we believe, the calling and convening procedures were in compliance with the stipulations contained in the relevant laws, administrative rules and Articles of Association of the Company; qualification of attendants and convener were legitimate and valid; and voting procedures and voting results of the Meeting were legitimate and valid.
 
Hubei Sunshine Law Firm
Lawyers: Peng Bo/Han Jing
April 22, 2010
 
It is herewith announced.
 
Documents for Inspection:
 
1. Resolutions of the Meeting;
2. Letter of Legal Opinions;
3. New proposal put forward by the shareholder
4. Other documents required by the SSE.
 
 
Huaxin Cement Co. Ltd.
Board of Directors
 
April 23, 2010
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