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Extraordinary Announcement

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

2011-05-2414663次
Stock Codes: 600801, 900933     Stock abbreviations: Huaxin Cement, Huaxin B Share     Ref: Lin 2011-014
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Twenty Sixth Meeting of the Sixth Board of Directors and Convening the First Extraordinary Shareholders’ General Meeting 2011
 
To the best of our knowledge, the Board of Directors of the Company and its members confirm that there is no material 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 content.
 
The Twenty Sixth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on May 23~24, 2011 in Wuhan.  In principle, there should be nine Directors attend the Meeting, actually eight attended.  Director Mr. Roland Kohler was unable to attend the Meeting do to the fact that he had other commitments, and authorized Director Mr. Ian Thackwray to attend the Meeting and vote by proxy.  The Company sent the Meeting Notification to all the Directors on May 4, 2011, by personal service or by fax.  The Meeting was in compliance with the provisions contained in relevant laws, rules, regulations and the Articles of Association of the Company, so it was legitimate and valid.
 
I. Through reviewing and voting, this Board Meeting adopted the following important resolutions:
 
(I) Working Rules for Secretary to the Board (Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
 
(II) Proposal in Respect of Capital Injection for the Newly Acquired Subsidiaries (Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
Please refer to Annex I;
 
(III) Proposal in Respect of Providing Guarantee for Huaxin Jinlong Cement (Yunxian) Ltd. (Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
Please refer to Annex II;
 
(IV) Proposal in Respect of Applying for CAPEX Plan on Newly Acquired Subsidiaries (Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
Please refer to Annex III;
 
(VI) Proposal in Respect of Convening the First Extraordinary Shareholders’ General Meeting 2011 (Voting Result: Affirmative 9; Negative: 0; Abstention: 0).
 
II. Notice regarding Convening the First Extraordinary Shareholders’ General Meeting 2011
 
1. Time of the Meeting: 9:00 am, June 10, 2011 (Friday)
 
2. Share registration date
 
(1) A-share Registration Date: May 31, 2011
 
(2) B-share Registration Date: June 3, 2011 (Last trading date is May 31)
 
3. Place of the Meeting: Meeting Room No.4 on the first floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1 Guanggu Avenue, Wuhan City, Hubei, China       
 
4. Convenor of the Meeting: Board of Directors of the Company
 
5. Manner of Voting: on-site voting
 
6. Proposals of the Meeting:
 
1) To review the Proposal in Respect of Providing Guarantee for Huaxin Jinlong Cement (Yunxian) Ltd..
 
7. Attendees of the Meeting
 
(1) Directors, Supervisors and Senior Management of the Company.
 
(2) Lawyers engaged by the Company.
 
(3) All A-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch after 3 o’clock of May 31, 2011 and all B-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch after 3 o’clock of June 3, 2011 (May 31 being the last trading day of B-shares).   Presence by proxy is allowed in case presence in person is impossible, subject to the presentation of a Power of Attorney.  For the format of the Power of Attorney, please refer to Annex IV.
 
All shareholders have the right to attend this Meeting.
 
8. Registration of the Meeting
 
(1) Registration Period: 09:00-11:30 am, 14:00-17:00 pm, June 9, 2011;
                     08:00-9:00 am, June 10, 2011.
 
(2) Registration Place: First floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1, Guanggu Avenue, Wuhan, Hubei, China.
 
(3) Registration Method: The legal representative of a corporate shareholder shall present his ID, valid document evidencing his capacity as legal representative; the proxy of a corporate shareholder shall present his ID, PoA issued by the legal representative and chopped by the company and shareholding certificate.
Individual shareholders shall present their ID cards or other valid documents evidencing their identity, their share account cards; the proxies of individual shareholders shall present their ID cards and PoAs.
The shareholders may as well register by mail or fax.
 
9. Others
 
(1) The Meeting is expected to last for a half day.  The shareholders present at the Meeting shall pay the accommodation and travelling costs by themselves.
(2) Contacts: Ms. Wang Lu, Mr. Peng Puxin
 
Tel: 027-87773898
Fax: 027-87773962
Postal Code: 430073
 
It is herewith announced.
 
Huaxin Cement Co., Ltd.
Board of Directors
 
May 25, 2011

Annex I
 
Proposal in Respect of Capital Injection for the Newly Acquired Subsidiaries
 
Huaxin Cement (Changyang) Ltd. is a wholly controlled subsidiary acquired by Huaxin Cement Co., Ltd. (hereinafter referred to as the Company) in November 2010 with the registered capital of 80 million Yuan.  In order to improve the capital structure of Huaxin Cement (Changyang) Ltd., properly lower its assets/liability ratio, strengthen its financing ability and sustainable development, accomplish the Company’s overall strategic targets, the Company proposes to inject capital for Huaxin Cement (Changyang) Ltd. by 90 million Yuan.  After this capital injection, the registered capital of Huaxin Cement (Changyang) Ltd. shall be increased from the original 80 million Yuan to 170 million Yuan.
 
Huaxin Cement (Fangxian) Ltd. is a 70% controlled subsidiary acquired by the Company in November 2010 with the registered capital of 80 million Yuan.  In order to improve the capital structure of Huaxin Cement (Fangxian) Ltd., properly lower its assets/liability ratio, strengthen its financing ability and sustainable development, accomplish the Company’s overall strategic targets, the Company proposes to inject capital for Huaxin Cement (Fangxian) Ltd. by 80 million Yuan.  After this capital injection, the registered capital of Huaxin Cement (Fangxian) Ltd. shall be increased from the original 80 million Yuan to 160 million Yuan.
 
This capital injection will help Huaxin Cement (Changyang) Ltd and Huaxin Cement (Fangxian) Ltd to complete their technical upgrading in the shortest period to ensure their stable operation and long term development.
 
 

Annex II
 
Proposal in Respect of Providing Guarantee for
Huaxin Jinlong Cement (Yunxian) Ltd.
 
 
The Twenty First Meeting of the Sixth Board of Directors convened on January 17, 2011 gave the approval to the Company to acquire 80% equity of Hubei Jinlong Cement Co., Ltd. held by Shaanxi Jinlong Cement Ltd.  After such equity transfer, the original Hubei Jinlong Cement Co., Ltd. changed its name into Huaxin Jinlong Cement (Yunxian) Ltd. (hereinafter referred to as Huaxin Jinlong Ltd.) in February 2011, thereafter Huaxin Jinlong Ltd. should bear the bank loan of the original Hubei Jinlong Cement Co., Ltd..  The bank loan was 180 million Yuan, of which, 80 million Yuan bank loan should be guaranteed.  In addition, Huaxin Jinlong Ltd. proposes to apply for an additional 50 million Yuan loan from the bank according to its current capital status, and this newly added 50 million Yuan loan also needs guarantee.  In order to support the production and operation of Huaxin Jinlong Ltd, Management of the Company hereby proposes that the Board give approval to the Company to provide guarantee for the bank loan of Huaxin Jinlong Ltd..  The total loan amount should be no more than 130 million Yuan.  Moreover, the Management also proposes that the Board authorize the Company to sign the relevant guarantee contract before December 31, 2012.  The rest of the bank loan shall be pledged by its assets.
 
As of March 31, 2011, the Company has already provided external guarantees of 3166.62 million Yuan and 13.5 million USD.  If we also consider the newly added external guarantee of no more than 130 million Yuan, the total external guarantee amount will exceed 50% of the most recent audited net assets.  According to the provisions stipulated in the Stock Listing Rules of Shanghai Stock Exchange and Articles of Association of the Company, the proposal shall be approved by the Shareholders’ General Meeting.
 
 
 
 

Annex III
 
Proposal in Respect of Applying for CAPEX Plan on Newly Acquired Subsidiaries
 
Huaxin Cement (Changyang) Ltd. is a wholly controlled subsidiary acquired by Huaxin Cement Co., Ltd. (hereinafter referred to as the Company) in November 2010.  The existing equipment and operational performance is severely affecting its sustainable development.  In order to resume the clinker capacity of Kiln 1, put the WHPG project into operation, reduce the operational cost and improve the living condition of staff as well as the relationship with residents nearby, improve its sustainable operation and development ability, thus accomplish the Company’s overall strategic targets, the following CAPEX plan is applied for:
 
1.      K2 WHPG: 40 million Yuan
2.      K1 resume production: 30 million Yuan
3.      Existing quarry stripping: 5 million Yuan
4.      Newly purchased quarry: 15 million Yuan
5.      Relocation of residents near the plant and quarry: 10 million Yuan   
6.      Newly built staff dormitory: 12 million Yuan     
7.      Other projects: 7.47 million Yuan
119.47 million Yuan in total
 
Huaxin Cement (Fangxian) Ltd. is a 70% controlled subsidiary acquired by the Company in November 2010.  In order to complete the phase II of grinding mill upgrading and WHPG project, improve the capacity of grinding mill, reduce operational cost and enhance its sustainable operation and development ability in the shortest period, thus accomplish the Company’s overall strategic targets, the following CAPEX plan is applied for:
 
1. Phase II of grinding mill upgrading: 25.09 million Yuan ;
2. Estimated investment for WHPG project: 41.51 million Yuan ;
3. Maintain estimated CAPEX in 2011: 6.1 million Yuan.
72.7 million Yuan in total
 
Huaxin Jinlong Cement (Yunxian) Ltd. is an 80% controlled subsidiary acquired by the Company in January 2011.  In order to complete the WHPG project and technical upgrading, reduce operational cost and enhance its sustainable operation and development ability in the shortest period, thus accomplish the Company’s overall strategic targets, the following CAPEX plan is applied for:
 
1. WHPG project: 70 million Yuan
2. Technical upgrading projects: 19 million Yuan
89 million Yuan in total
 

Annex IV
Huaxin Cement Co., Ltd.
The First Extraordinary Shareholders’ General Meeting 2011
Power of Attorney
 
Mr. (Ms.)    is now authorized by myself (or our Company) to attend the First Extraordinary Shareholders’ General Meeting 2011 of Huaxin Cement Co., Ltd., and exercise voting rights to the following proposals on my (or our Company’s) behalf according to the following indications.
 
No.
Proposal
Voting
Affirmative
Negative
Abstention
1
Proposal in Respect of Providing Guarantee for Huaxin Jinlong Cement (Yunxian) Ltd.
 
 
 
 
Note: Mark the column by “√”, (if there are proposals not be indicated specifically, the shareholder proxy can exercise voting right with full authority).
 
Signing of Consigner (common seal):
ID Number or Number of Business License:
Account of Shareholder:
Type and Number of Shares:
 
Signing of Proxy:
ID Number:
Date of Authorization:
Limit of authorization: from the authorization day to the meeting termination
 
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