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Extraordinary Announcement

Announcement on Resolutions of the Twenty Fifth Meeting of the Sixth Board of Di

2011-05-1015099次
Stock Codes: 600801, 900933     Stock Abbreviations: Huaxin Cement, Huaxin B Share        Ref. Lin 2011-012
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of
the Twenty Fifth 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 Twenty Fifth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter called “the Company”) was convened on May 10, 2011 in circular resolution.  All the 9 Directors reviewed the proposal of this Meeting.  The Company sent the Meeting Notification to all the Directors on May 3, 2011 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.
 
Authorized by the Second Extraordinary Shareholders’ General Meeting 2009 and 2010, Proposal in Respect of the Adjustment of Raised Funds from A-share Private Placement is reviewed and voted item by item, details are as follows:
 
1. The modification of “Issuing amount and scale of raised funds” in the original A-share private placement plan (voting result: Affirmative: 6; Negative: 0; Abstention: 0.  Related Directors Mr. Ian Thackwray, Mr. Roland Kohler and Mr. Paul Thaler abstained from their voting on this Proposal).
 
2. The modification of ”Usage of raised funds” in the original A-share private placement plan (voting result: Affirmative: 6; Negative: 0; Abstention: 0.  Related Directors Mr. Ian Thackwray, Mr. Roland Kohler and Mr. Paul Thaler abstained from their voting on this Proposal).
 
For detailed information, please refer to Annex I.
 
It is herewith announced.
 
 
Huaxin Cement Co. Ltd.
Board of Directors
 
 
May 11, 2011
 
 

Annex I:
Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement
 
Through comprehensive evaluation, to smoothly push forward the A-share private placement, according to 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 reviewed and adopted by the Second Extraordinary Shareholders’ General Meeting 2009 and Proposal in Respect of Extending the Authorization from Shareholders’ General Meeting to the Board of Directors on Matters Relating to A-Share Private Placement adopted by the Second Extraordinary Shareholders’ General meeting 2010, the Company decided to make the following modifications:
 
1. According to the actual investment of Waste Heat Power Generation and RMX projects, and investment plan of initial working capital of RMX projects, after comprehensive evaluation, the amount of the raised funds for investment projects is reduced from 1,446 million to 1,334.68 million Yuan.
 
2. Since the debt which is supposed to be repaid by the raised fund is coming to maturity, the details of the “debt repayment” will be adjusted accordingly.
 
3. According to the modifications above, the upper limit of the total raised fund is reduced from 1,906 million to 1,794.68 million Yuan.
 
4. Other details of the proposal for the private placement remain unchanged.
 
Details of the modification are as follows:
 
Article 3 in Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009 reviewed and adopted by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting 2009, “Issuing amount and scale of raised funds” in Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement reviewed and adopted by the Fifteenth Meeting of the Sixth Board of Directors and Proposal in Respect of Extending the Valid Period of the Company’s A-share Private Placement and Correspondingly Modifying the Scheme on A-share Private Placement reviewed and adopted by the Second Extraordinary Shareholders’ General Meeting 2010 is revised to:
 
Issuing amount and scale of raised funds: The amount of the placement is no more than 94.36 million shares and the scale of raised funds is no more than 1,794.68 billion 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 2009 reviewed and adopted by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting 2009, “Usage of the raised funds” in Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement reviewed and adopted by the Fifteenth Meeting of the Sixth Board of Directors is revised to:
 
Usage of the raised funds:
 
NO.
Project name
For short
Total investment
(0000’ Yuan)
Proceeds planned to be used (0000’ Yuan)
I. Waste Heat Power Generation
1
7.5 MW low temperature Waste Heat Power Generation in Xiangfan, Hubei
Xiangfan WHPG
5,071.47
1,300.00
2
7.5 MW low temperature Waste Heat Power Generation in Xianning, Hubei
Xianning WHPG
5,084.06
3,000.00
3
7.5 MW low temperature Waste Heat Power Generation in Tibet
Tibet WHPG
6,000.00
4,801.00
4
9.0 MW low temperature Waste Heat Power Generation in Quxian, Sichuan
Quxian WHPG
5,010.00
4,206.00
5
7.0 MW low temperature Waste Heat Power Generation in WanYuan, Sichuan
WanYuan WHPG
5,197.60
5,100.00
6
9.0 MW low temperature Waste Heat Power Generation in Fuling, Chongqing
Fuling WHPG
5,858.54
5,126.00
7
9.0 MW low temperature Waste Heat Power Generation in Zhuzhou, Hunan
Zhuzhou WHPG
6,572.00
6,030.00
8
7.5 MW low temperature Waste Heat Power Generation in Zigui, Hubei
Zigui WHPG
4,985.30
4,606.00
9
9.0 MW low temperature Waste Heat Power Generation in Chenzhou, Hunan
Chenzhou WHPG
6,572.00
6,082.00
10
4.5 MW low temperature Waste Heat Power Generation in Dongchuan, Yunnan
Dongchuan WHPG
3,589.95
3,500.00
11
7.5 MW low temperature Waste Heat Power Generation in Daoxian, Hunan
Daoxian WHPG
5,620.00
5,600.00
12
15.0 MW low temperature Waste Heat Power Generation in Huangshi, Hubei
Huangshi WHPG
9,055.81
8,934.00
13
10.5 MW low temperature Waste Heat Power Generation in Yichang, Hubei
Yichang WHPG
6,352.08
5,702.00
14
3.6 MW low temperature Waste Heat Power Generation in Enshi, Hubei
Enshi WHPG
2,489.28
2,400.00
15
7.5 MW low temperature Waste Heat Power Generation in Zhaotong, Yunnan
Zhaotong WHPG
5,615.00
5,600.00
Sub-total
83,073.09
71,987.00
II. RMX station
1
200 k m3 p.a. RMX station in Yangxin, Hubei
Yangxin RMX
2,318.00
1,561.00
2
200 k m3 p.a. RMX station in Huanggang, Hubei
Huanggang RMX
2,318.00
1,675.00
3
200 k m3 p.a. RMX station in Daye, Hubei
Daye RMX
2,318.00
1,536.00
4
200 k m3 p.a. RMX station in Dongchuan, Yunnan
Dongchuan RMX
2,198.00
1,669.00
5
200 k m3 p.a. RMX station in WanYuan, Sichuan
WanYuan RMX
2,000.00
1,493.00
6
300 k m3 p.a. RMX station in Fuling, Chongqing
Fuling RMX
2,318.00
1,815.00
7
200 k m3 p.a. RMX station in Xinyang, Henan
Xinyang RMX
2,000.00
1,539.00
8
200 k m3 p.a. RMX station in Yichang, Hubei
Yichang RMX
2,468.00
2,066.00
9
200 k m3 p.a. RMX station in Chibi, Hubei
Chibi RMX
2,318.00
1,824.00
10
200 k m3 p.a. RMX station in Ezhou, Hubei
Ezhou RMX
2,318.00
1,826.00
11
200 k m3 p.a. RMX station in Hanchuan, Hubei
Hanchuan RMX
2,163.00
1,747.00
12
200 k m3 p.a. RMX station in Shishou, Hubei
Shishou RMX
2,368.00
1,891.00
13
200 k m3 p.a. RMX station in Tianmen, Hubei
Tianmen RMX
2,318.00
1,826.00
14
200 k m3 p.a. RMX station in Jiangling, Hubei
Jiangling RMX
2,318.00
1,831.00
15
200 k m3 p.a. RMX station in Zigui, Hubei
Zigui RMX
2,318.00
1,831.00
16
200 k m3 p.a. RMX station in Xuanen, Hubei
Xuanen RMX
2,418.00
2,026.00
17
200 k m3 p.a. RMX station in Dawu, Hubei
Dawu RMX
2,378.00
1,993.00
18
200 k m3 p.a. RMX station in Luoshan, Henan
Luoshan RMX
2,318.00
1,831.00
19
200 k m3 p.a. RMX station in Daoxian, Hunan
Daoxian RMX
2,000.00
1,564.00
20
200 k m3 p.a. RMX station in Chenzhou, Hunan
Chenzhou RMX
2,000.00
1,699.00
21
200 k m3 p.a. RMX station in Hefeng, Hubei
Hefeng RMX
2,218.00
1,752.00
22
200 k m3 p.a. RMX station in Zhuzhou, Hunan
Zhuzhou RMX
2,618.00
2,067.00
23
300 k m3 p.a. RMX station in Wuhan Donghu Gaoxin, Hubei
Donghu RMX
2,818.00
2,225.00
24
200 k m3 p.a. RMX station in Xianning, Hubei
Xianning RMX
2,618.00
2,068.00
25
200 k m3 p.a. RMX station in Ezhou Gedian, Hubei
Gedian RMX
2,818.00
2,226.00
Sub-total
58,263.00
45,581.00
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
179,468.00
【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 Merchant Bank Huangshi Branch
20,000,000
2011-9-6
2
Bank of China Bingzhou Branch
10,000,000
2011-8-20
3
20,000,000
2011-8-27
4
15,000,000
2011-10-20
5
Bank of China Huangshi Branch
20,000,000
2011-7-1
6
15,000,000
2011-7-20
7
10,000,000
2011-8-20
8
10,000,000
2011-8-20
9
15,000,000
2011-10-20
10
15,000,000
2011-11-20
11
1,0000000
2011-11-20
12
5,0000000
2012-2-1
13
Bank of China Xianning Branch
4,5000000
2012-1-17
14
2,0000000
2012-2-12
15
2,0000000
2012-3-29
16
Bank of China Chongqing Fuling Branch
4,0000000
2011-7-20
17
1,0000000
2011-8-20
18
1,0000000
2011-11-20
19
Bank of China Zhuzhou Branch
1,5000000
2011-7-20
20
5,0000000
2011-8-30
21
1,0000000
2011-11-20
22
China CITIC Bank Wuhan Branch
3,0000000
2011-9-24
Total
46,0000000
 
 
Except the adjustment mentioned above, other parts of Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009 reviewed and adopted by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting 2009, Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement reviewed and adopted by the Fifteenth Meeting of the Sixth Board of Directors and Proposal in Respect of Extending the Valid Period of the Company’s A-share Private Placement and Correspondingly Modifying the Scheme on A-share Private Placement reviewed and adopted by the Second Extraordinary Shareholders’ General Meeting 2010 remain unchanged.
 
Here we propose the Board of Directors to review this proposal.  Related Directors Mr. Ian Thackwray, Mr. Roland Kohler and Mr. Paul Thaler shall abstain from their voting.
 
 
May 10, 2011
 
 
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