Stock Codes: 600801, 900933 Stock Abbreviations: Huaxin Cement, Huaxin B Share Ref: Lin 2011-024
Huaxin Cement Co., Ltd.
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.
In order to regulate raised funds management of Huaxin Cement Co., Ltd. (hereinafter referred to as "the Company") and to protect the interests of investors, and according to the provisions contained in "Notice in Respect of Further Regulating the Use of Raised Funds of Listed Companies" issued by China Securities Regulatory Commission, "Regulations on Raised Funds Management of Listed Companies” issued by Shanghai Stock Exchange and other laws and regulations as well as “Administrative Rules on Storage and Use of Raised Funds” of the Company, the Company and its wholly-owned subsidiary Huaxin Concrete (Wuhan) Co., Ltd., signed “Three-Party Agreement on Supervision of the Special Accounts for Storing Raised Funds" with China Construction Bank Huangshi Branch, China Industrial Bank Huangshi Branch, China Merchants Bank Huangshi Branch, Bank of China Huangshi Branch, China Merchants Bank Wuhan Dongxihu Branch and CITICS Co., Ltd. (hereinafter referred to as "CITICS" or "Sponsor"), the principal terms of the Agreement are as follows:
I. The Company has set up special accounts for the raised funds from the private placement (hereinafter referred to as "special accounts"). These special accounts can be only used for storage and use of the raised funds from the non-public offering of RMB ordinary shares in 2011, and for no other purpose.
II. The Company and the Banks with the special accounts shall jointly abide by the "PRC Law of Negotiable Instruments", "Rules on Payment and Settlement", "Administrative Rules on RMB Bank Settlement Accounts" and other relevant laws, rules and regulations.
III. CITICS, as the Company's sponsor, shall designate sponsor representatives or other staff to supervise the use of the raised funds of the Company.
IV. Sponsor representatives Mei Wanqiang and Wang Chaonan, designated by the Sponsor authorized by the Company, can inquire and copy materials of the Company’s special accounts in the Banks at any time. The banks shall provide the required information of the special accounts in a prompt, accurate and complete manner.
V. The Banks shall send the Company true, accurate and complete statements of the special accounts on a monthly basis (before 20th per month), and copy to the Sponsor.
VI. Should the Company withdraw 50 million Yuan at a time or accumulatively during 12 months from the special accounts and reach 20% of the net raised funds (total funds raised from the private placement less the issuing expenses), the Banks shall promptly notice the Sponsor by fax within 2 working days after the payment, and provide the list of expenditure at the same time.
VII. The Sponsor is entitled to replace its designated sponsor representatives according to relevant provisions. Should the Sponsor replace its designated sponsor representatives, it shall provide the Banks with relevant testimonial papers through written notification. At the same time, it shall provide the contact information of the new sponsor representatives through written notice according to Article 14 in the Agreement. Replacement of sponsor representative does not affect the validity of the Agreement.
VIII. Should the Banks fail to promptly provide the Company with the statements for three consecutive times, and does not cooperate with the sponsor representatives in inquiry and investigation of the special account, the Company may initiatively or by request of the Sponsor, terminate the Agreement and write off the special accounts for raised funds unilaterally.
IX. Should the Sponsor find the Company and/or the Banks fail to fulfill the Agreement, the Sponsor shall promptly provide the Shanghai Stock Exchange with a written report after becoming aware of the fact.
It is herein announced.
Huaxin Cement Co., Ltd.
Board of Directors
November 10 , 2011