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Extraordinary Announcement

Huaxin Cement Co., Ltd.Announcement on Resolutions of the Fifteenth Meeting of t

2010-08-0315577次
Stock Codes: 600801, 900933   Stock abbreviations: Huaxin Cement, Huaxin B Share   Ref.: 2010-015
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Fifteenth Meeting of the Sixth Board of Directors
 
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.
 
The Fifteenth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on July 30, 2010 in circular resolution.  All the 9 Directors have reviewed the proposals of this Meeting.  The Company has sent the Meeting Notification to all the directors on July 23, 2010 by personal courier service or by fax.  The Meeting was in compliance with the provisions contained in relevant laws, rules and regulations and the Articles of Association of the Company, so it was legitimate and valid.
 
Through reviewing and voting, this Board Meeting adopted the following resolutions:
 
1. Adopted the Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement item by item (a. Adjustment on Article 3 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009>, Voting Result: Affirmative 6; Negative: 0; Abstention: 0; b. Adjustment on Article 8 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009>, Voting Result: Affirmative 6; Negative: 0. Related Directors Mr. Ian Thackwray, Mr. Paul O'Callaghan and Mr. Paul Thaler abstained from voting on this proposal).  For detailed proposal, please refer to Annex I.
 
2. Adopted the Proposal in Respect of Modifying the Feasibility Study of Proposed Investment Projects of Funds Raised from A-share Private Placement (Voting Result: Affirmative 6; Negative: 0; Related Directors Mr. Ian Thackwray, Mr. Paul O'Callaghan and Mr. Paul Thaler abstained from voting on this proposal).
 
For detailed information, please refer to the “Proposal in Respect of Modifying the Feasibility Study of Proposed Investment Projects of Funds Raised from A-share Private Placement” published on the website of SSE (www.sse.com.cn) at the same day.
 
It is herewith announced.
 
Huaxin Cement Co., Ltd.
Board of Directors
 
July 31, 2010



Annex 1:
 
Proposal in Respect of Modifying the Amount of Using the Proceeds
from Current A-share Private Placement
 
That the adjusted proposal of current A-share private placement for 2009 has been reviewed and passed by the eighth meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting for 2009. Based on the < Proposal in Respect of Requesting the Shareholders’ General Meeting to Fully Authorize the Board of Directors in Respect of Matters on A-share Private Placement> passed by the Second Extraordinary Shareholders’ General Meeting for 2009 and <The Notice of the Adjustment for The Lowest Issuing Price And Issuing Amount of The Private Placement > released on 24th July 2010, in order to proceed the application of private placement, the company decided to make some adjustments, due to the change of current regulatory policy on the financing.
 
1. In the use of raised fund investment, the amount of supplementing working capital is reduced from 400 Million Yuan to 0 Yuan.
 
2. In the use of raised fund investment, the amount of debt repayment is reduced from 600 Million Yuan to 460 Million Yuan. In view of the original funds raised to repay back the short-term financing bonds was paid off on July 7th , 2010, therefore, the adjusted "debt repayment" details will be adjusted accordingly;
 
3. Based on the adjustment above, the total amount of raised fund will be reduced accordingly, from no more than 2.5 Billion Yuan to no more than 1.906 Billion Yuan.
 
After the adjustments, they are as follows:
 
Article 3 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement for 2009> is revised to:
 
Issuing amount and scale of raised funds: The amount of the placement is no more than 136.3 Million and the scale of raised funds is no more than 1,906 Million Yuan. The actual amount and scale of raised fund will be decided by the Board of Directors and the sponsor (head underwriter) based on the authorization of the Shareholders’ General Meeting. If the Company’s shares have dividend payments, bonus shares, capitalization of public reserves and other ex-dividend issues during the period between the announcement of Board of Directors’ resolution and the offering date, the number of shares will be adjusted accordingly;
 
Article 8 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement for 2009> is revised to
 
Usage of the raised funds:
NO.
Project name
For short
Total investment
10,000 yuan
Proceeds planned to be used (10,000yuan)
I. Waste heat power generation
1
7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Xiangfan, Hubei
Xiangfan power
5,071.47
1,300.00
2
7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Xianning, Hubei
Xianning power
5,084.06
3,000.00
3
7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Tibet
Tibet power
6,000.00
6,000.00
4
9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Quxian, Sichuan
Quxian power
5,010.00
5,000.00
5
7.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Wanyuan, Sichuan
Wanyuan power
5,197.60
5,100.00
6
9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Fuling, Chongqing
Fuling power
5,858.54
5,800.00
7
9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Zhuzhou, Hunan
Zhuzhou power
6,572.00
6,500.00
8
7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Zigui, Hubei
Zigui power
4,985.30
4,900.00
9
9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Chenzhou, Hunan
Chenzhou power
6,572.00
6,500.00
10
4.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Dongchuan, Yunnan
Dongchuan power
3,589.95
3,500.00
11
7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Daoxian, Hunan
Daoxian power
5,620.00
5,600.00
12
15.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Huangshi, Hubei
Huangshi power
9,055.81
9,000.00
13
10.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Yichang, Hubei
Yichang power
6,352.08
6,300.00
14
3.6 MW power generation by low temperature waste heat from 4000t/d cement kilns in Enshi, Hubei
Enshi power
2,489.28
2,400.00
15
7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Zhaotong, Yunnan
Zhaotong power
5,615.00
5,600.00
Sub-total
58,263.00
57,600.00
II. RMX station
1
200 k m3 p.a. RMX station in Yangxin, Hubei
Yangxin RMX
2,318.00
2,000.00
2
200 k m3 p.a. RMX station in Huanggang, Hubei
Huanggang RMX
2,318.00
2,000.00
3
200 k m3 p.a. RMX station in Daye, Hubei
Daye RMX
2,318.00
2,000.00
4
200 k m3 p.a. RMX station in Dongchuan, Yunnan
Dongchuan RMX
2,198.00
2,100.00
5
200 k m3 p.a. RMX station in Wanyuan, Sichuan
Wanyuan RMX
2,000.00
2,000.00
6
300 k m3 p.a. RMX station in Fuling, Chongqing
Fuling RMX
2,318.00
2,000.00
7
200 k m3 p.a. RMX station in Xinyang, Henan
Xinyang RMX
2,000.00
2,000.00
8
200 k m3 p.a. RMX station in Yichang, Hubei
Yichang RMX
2,468.00
2,300.00
9
200 k m3 p.a. RMX station in Chibi, Hubei
Chibi RMX
2,318.00
2,000.00
10
200 k m3 p.a. RMX station in Ezhou, Hubei
Ezhou RMX
2,318.00
2,000.00
11
200 k m3 p.a. RMX station in Hanchuan, Hubei
Hanchuan RMX
2,163.00
2,000.00
12
200 k m3 p.a. RMX station in Shishou, Hubei
Shishou RMX
2,368.00
2,200.00
13
200 k m3 p.a. RMX station in Tianmen, Hubei
Tianmen RMX
2,318.00
2,000.00
14
200 k m3 p.a. RMX station in Jiangling, Hubei
Jiangling RMX
2,318.00
2,000.00
15
200 k m3 p.a. RMX station in Zigui, Hubei
Zigui RMX
2,318.00
2,000.00
16
200 k m3 p.a. RMX station in Xuanen, Hubei
Xuanen RMX
2,418.00
2,300.00
17
200 k m3 p.a. RMX station in Dawu, Hubei
Dawu RMX
2,378.00
2,200.00
18
200 k m3 p.a. RMX station in Luoshan, Henan
Luoshan RMX
2,318.00
2,000.00
19
200 k m3 p.a. RMX station in Daoxian, Hunan
Daoxian RMX
2,000.00
2,000.00
20
200 k m3 p.a. RMX station in Chenzhou, Hunan
Chenzhou RMX
2,000.00
2,000.00
21
200 k m3 p.a. RMX station in Hefeng, Hubei
Hefeng RMX
2,218.00
1,900.00
22
200 k m3 p.a. RMX station in Zhuzhou, Hunan
Zhuzhou RMX
2,618.00
2,200.00
23
300 k m3 p.a. RMX station in Wuhan Donghu Gaoxin, Hubei
Donghu RMX
2,818.00
2,400.00
24
200 k m3 p.a. RMX station in Xianning, Hubei
Xianning RMX
2,618.00
2,200.00
25
200 k m3 p.a. RMX station in Ezhou Gedian, Hubei
Gedian RMX
2,818.00
2,400.00
Sub-total
58,263.00
52,200.00
III. Aggregate project
 
 
 
1
3 million ton p.a. aggregate line in Yangxin, Hubei
Yangxin aggregate
16,588.54
15,900.00
Sub-total
16,588.54
15,900.00
IV. Debt repayment
1
Debt repayment
Debt repayment
46,000.00
46,000.00
Sub-total
46,000.00
46,000.00
Total
203,924.63
190,600.00
【Note】 1.   The actual proceeds of the offering not exceeding the planned proceeds to be utilized, the gap will be financed by the Company itself; or the Board of Directors adjusts the proceeds to be utilized in one or more specific projects without changing the investment projects; or adjust the number of projects. 
2.   Before the raised proceeds is acquired, the Company will use its own funds according to the actual conditions of the project progress, and after the raised proceeds is acquired, it will be used to replace the used fund of the Company and for the following project progress.
3.  If the actual used proceeds of the offering are less than the planned proceeds to be utilized, the Board of Directors can use the saved proceeds to supplement the Company’s working capital or to reduce debts of the Company after implementing necessary statutory procedures.
4.  The funds raised for Waste heat power generation, RMX station and Aggregate projects will be utilized to fund the fixed asset investment as a priority, the rest of the fund raised will be used as the projects’ working capital.
 
The funds raised for the objects of “debt repayment” include:
NO.
Bank
AmountYuan
Expiration Date
1
China CITIC Bank Wuhan Branch
30,000,000
2011-04-22
2
Bank of China Three Gorges Branch
20,000,000
2011-04-26
3
Shenzhen Development Bank Wuhan Branch
100,000,000
2011-06-03
4
Industrial Bank Wuhan Branch
50,000,000
2011-06-29
5
Bank of China Wuxue Branch
30,000,000
2011-02-22
6
Bank of China Wuxue Branch
50,000,000
2011-03-07
7
Agricultural Bank of China Nanzhang Branch
10,000,000
2011-03-31
8
Agricultural Bank of China Nanzhang Branch
30,000,000
2011-04-10
9
Bank of China Huangshi Branch
20,000,000
2011-04-10
10
Agricultural Bank of China Nanzhang Branch
20,000,000
2011-04-24
11
China Merchants Bank Yijiang Branch
100,000,000
2011-05-14
Total
460,000,000
 
Except the adjustment mentioned above, other parts of the <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement for 2009> passed by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting for 2009 remain unchanged.
 
Here we propose the Board of Directors to review this proposal. As Mr. Ian Thackwray, Mr. Paul O’Callaghan and Mr. Paul Thaler have the affiliated relationship, they should abstain from their voting.
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