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Extraordinary Announcement

Announcement on Resolutions of the Thirty Second Meeting of the Sixth Board of D

2011-11-1511479次
Stock Codes: 600801, 900933      Stock abbreviations: Huaxin Cement, Huaxin B Share        Ref: Lin 2011-025 
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Thirty Second Meeting of the Sixth Board of Directors
and Convening the Second 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 Thirty Second Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on November 10~11, 2011 in Wuhan.  In principle, there should be nine Directors be present at the Meeting, actually all of them presented.  All members of the Supervisory Committee and Top Management attended the Meeting.  The Company sent the Meeting Notification to all the Directors on November 1, 2011, by personal service or by fax.  The Meeting was presided by the Chairman Mr. Chen Musen, and it was in compliance with the provisions contained in relevant laws, rules, regulations and the Articles of Association of the Company, thus it was legitimate and valid.
 
I. Through reviewing and voting, this Board Meeting adopted the following important resolutions:
 
1. Proposal in Respect of Modifying the Objects of Bank Loans Repayment by Using the Raised Funds (Voting results: affirmative 9, negative 0, abstention: 0)
 
Before receiving the raised funds from the current A-share private placement of the Company, 14 bank loans (with a total amount of 280 million Yuan) which were originally planned to be repaid by the raised funds were already mature.  The specific mature bank loans are as follows:
 
No.
Bank
Amount
(‘0000 Yuan)
Due time
1
China Merchants Bank - Huangshi Branch
2,000.00
2011-09-06
2
Bank of China - Chenzhou Branch
1,000.00
2011-08-20
3
1,500.00
2011-10-20
4
2,000.00
2011-08-27
5
Bank of China - Huangshi Branch
2,000.00
2011-07-01
6
1,500.00
2011-07-20
7
1,000.00
2011-08-20
8
1,000.00
2011-08-20
9
1,500.00
2011-10-20
10
Bank of China - Chongqing Fuling Branch
4,000.00
2011-07-20
11
1,000.00
2011-08-20
12
Bank of China - Zhuzhou Branch
1,500.00
2011-07-20
13
5,000.00
2011-08-30
14
China Citic Bank - Wuhan Branch
3,000.00
2011-09-24
Total
28,000.00
 
 
Since the Company has repaid the aforementioned mature bank loans with self-financed funds, for maintaining "Debt repayment" item with the total amount of 460 million Yuan raised funds unchanged, the Company proposed to modify the specific objects by using 10 immature bank loans to replace the aforementioned 280 million Yuan mature bank loans.  The 10 immature bank loans are as follows:
 
No.
Bank
Amount
(0000 Yuan)
Due time
1
5,500.00
2011-11-28
2
Bank of China - Huangshi Branch
1,500.00
2012-01-20
3
1,500.00
2012-05-20
4
3,000.00
2012-05-27
5
Bank of China - Chenzhou Branch
1,500.00
2012-01-20
6
Bank of China - Zhuzhou Branch
500.00
2011-11-20
7
1,500.00
2012-05-20
8
China Merchants Bank - Huangshi Branch
5,000.00
2011-11-26
9
5,000.00
2011-11-26
10
China Construction Bank - Huangshi Branch
3,000.00
2012-05-27
Total
28,000.00
 
 
In addition to the replacement of the mature loans, the remaining 8 loans which were approved by the Twenty Fifth Meeting of the Sixth Board of Directors with the total amount of 180 million Yuan shall remain unchanged.
 
Independent Directors Mr. Lu Mai, Mr. Xu Yongmo and Mr. Huang Jinhui issued their independent opinions, they all agreed that: As part of the bank loans which were originally planned to be repaid by the raised funds were mature and have been repaid before the raised funds received, modification of the specific objects of bank Loans repayment by using the raised funds does not involve any change to the injection of the raise funds, the modification shall not harm the interests of the Company nor its shareholders.  Thus they agreed to modify the specific objects of bank loans repayment by using the raised funds.
 
2.Proposal in Respect of Replacing Investment through Self-financing in Projects of Funds Raised from A-share Private Placement with the Raise Funds (Voting results: affirmative 9, negative 0, abstention: 0)
 
In order to speed up the construction of the fund raised projects, the Company has already invested in the fund raised projects through self-financing.  Now that the raised funds are in place, the Company plans to replace investment through self-financing in funds raised projects with the raise funds, the total amount is 893.8573 million Yuan.
 
For detailed information, please refer to the Announcement on Replacing Investment through Self-financing in Projects of Funds Raised from A-share Private Placement with the Raise Funds.
 
Independent Directors Mr. Lu Mai, Mr. Xu Yongmo and Mr. Huang Jinhui issued independent opinions, and agreed that: The Company’s pre-investment in projects of funds raised from A-share private placement through self-financing is helpful to improving efficiency and carrying out the projects smoothly.  The amount of pre-investment of the Company though self-financing has been audited by Certified Public Accountants.  Replacing pre-investment through self-financing with the raised funds does not change the injection of the raised funds, and will not damage the interests of the Company and its shareholders.  The Company’s act of replacing pre-investment through self-financing with the raised funds is in line with the actual needs for the Company's development.  There is no damage on interests of middle and small shareholders.  Replacing pre-investment through self-financing with the raised funds is therefore agreed. 
 
3. Proposal in Respect of Approving Huaxin Xianggang Company to Provide Guarantee for Huaxiang Environmental Protection Company (Voting results: affirmative 9, negative 0, abstention: 0)
 
Please refer to Annex I
 
4. Proposal in Respect of Convening the Second Extraordinary Shareholders’ General Meeting 2011 (Voting results: affirmative 9, negative 0, abstention: 0)
 
II. Notice regarding Convening the Second Extraordinary Shareholders’ General Meeting 2011
 
1. Time of the Meeting: 9:00 am, November 30, 2011 (Wednesday)
 
2. Share registration date
 
(1) A-share Registration Date: November 22, 2011
 
(2) B-share Registration Date: November 25, 2011 (Last trading date is November 22)
 
3. Venue: 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:
 
To review the Proposal in Respect of Approving Huaxin Xianggang Company to Provide Guarantee for Huaxiang Environmental Protection Company
 
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 November 22, 2011 and all B-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch after 3 o’clock of November 25, 2011 (November 22 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 II.
 
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, November 29, 2011;
                              08:00-9:00 am, November 30, 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
 
November 15, 2011
 

Annex I        
 
Proposal in Respect of Approving Huaxin Xianggang Company to Provide Guarantee for Huaxiang Environmental Protection Company
 
The Eleventh Meeting of the Sixth Board of Directors and the 2009 Annual Shareholders’ General Meeting have approved the Company to provide guarantee for the 104 million Yuan bank loans of Hunan Huaxin Xianggang Cement Co., Ltd. (hereinafter referred to as "Huaxin Xianggang Company") for its phase II 1.2 million t/y steel waste utilization project.  The Company was approved to provide guarantee for 60% of the above 104 million Yuan bank loans according to its shareholding (60%) in Huaxin Xianggang Company, thus the guarantee amount was 62.4 million Yuan.  Due to local administrative division, Huaxin Xianggang Company set up a wholly owned subsidiary – Hunan Huaxiang Environmental Protection Industry Development Co., Ltd. (hereinafter referred to as "Huaxiang Environmental Protection Company"), which became the subject to construct the original phase II project of Huaxin Xianggang Company. Now, Huaxiang Environmental Protection Company intends to apply for bank loans of 104 million Yuan.  Management of the Company hereby request the Board of Directors to approve that Huaxin Xianggang Company provides joint liability guarantee for the 104 million Yuan bank loans of Huaxiang Environmental Protection Company.  Huaxin Xianggang Company shall be approved to provide guarantee for 60% of the above 104 million Yuan bank loans according to the Company’s shareholding (60%) of Huaxin Xianggang Company, and the Company shall indirectly provide joint liability guarantee of the 62.4 million Yuan bank loans (10400*60%).  The Board of Directors shall also authorize the Company to sign relevant contract of guarantee before December 31, 2012.
 
As of September 30, 2011, the Company has already provided 2814.37 million Yuan and 12 million USD external guarantees.  Should the newly added 62.4 million Yuan guarantee be approved, 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 of the Company with more than two thirds of the voting rights held by the shareholders present at the meeting.
 
 

Annex II
 
Huaxin Cement Co., Ltd.
The Second Extraordinary Shareholders’ General Meeting 2011
Power of Attorney
 
Mr. (Ms.)    is now authorized by myself (or our Company) to attend the Second 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 Approving Huaxin Xianggang Company to Provide Guarantee for Huaxiang Environmental Protection Company
 
 
 
   
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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