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Extraordinary Announcement

Announcement on Resolutions of the First Meeting of the Seventh Board of Directo

2012-04-2411927次
Stock Codes: 600801, 900933      Stock abbreviations: Huaxin Cement, Huaxin B Share        Ref: Lin 2012-010
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the First Meeting of the Seventh Board of Directors and Convening the Second Extraordinary Shareholders General Meeting 2012
 
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 First Meeting of the Seventh Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on April 20, 2012 in Wuhan.  In principle, there should be nine Directors attend the Meeting, actually eight Directors attended.  Director Mr. Roland Kohler did not attend the Meeting due to the fact that he had other commitments and authorized Director Mr. Ian Thackwray to attend and exercise voting rights on his behalf.  All the Supervisors and Senior Management attended the Meeting.  The Company sent the Meeting Notification to all the Directors on April 10, 2012 by mai/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:
 
1. Electing Mr. Xu Yongmo as Chairman of the Seventh Board of Directors (Voting results: affirmative 9, negative 0, abstention: 0);
 
2. Appointing Mr. Li Yeqing as CEO of the Company (Voting results: affirmative 9, negative 0, abstention: 0);
 
3. Appointing Mr. Ji Changhua, Mr. Wang Ximing, Mr. Peng Qingyu, Ms. Kong Lingling, Mr. Ke Youliang, Mr. Liu Xiaofeng, Mr. Ian Riley and Mr. Hu Zhenwu as Vice Presidents of the Company (Voting results: affirmative 9, negative 0, abstention: 0);
 
For resumes of the aforesaid Directors and Senior Management, please refer to the Annual Report 2011 of the Company.
 
4. Concurrently appointing Mr. Wang Ximing as Secretary to the Board of Directors of the Company (Voting results: affirmative 9, negative 0, abstention: 0);
 
Independent Directors of the Company issued independent opinions on the appointment of the aforesaid Senior Management.  They agreed that Mr. Li Yeqing, Mr. Ji Changhua, Mr. Wang Ximing, Mr. Peng Qingyu, Ms. Kong Lingling, Mr. Ke Youliang, Mr. Liu Xiaofeng, Mr. Ian Riley and Mr. Hu Zhenwu be appointed as the Senior Management of the Company.
 
5. Proposal in Respect of Setting up Special Committees to the Seventh Board of Directors (Voting results: affirmative 9, negative 0, abstention: 0);
 
The Seventh Board of Directors of the Company set up 4 Special Committees including Strategy Committee, Nomination Committee, Audit Committee and Remuneration and Assessment Committee.  The term of office of the Special Committees is the same with that of the Seventh Board of Directors.
 
The Strategy Committee is made up by 9 members, they are Mr. Xu Yongmo, Mr. Li Yeqing, Mr. Ian Thackwray, Mr. Roland Kohler, Mr. Paul Thaler, Mr. Liu Fengshan, Mr. Lu Mai, Mr. Huang Jinhui, Mr. Wang Qi.  Conveners are Mr. Xu Yongmo and Mr. Li Yeqing.
 
Remuneration and Assessment Committee is made up by 5 members, they are Mr. Lu Mai, Mr. Huang Jinhui, Mr. Wang Qi, Mr. Xu Yongmo, Mr. Roland Kohler.  Convener is Mr. Lu Mai.
 
Audit Committee is made up by 5 members, they are Mr. Huang Jinhui, Mr. Lu Mai, Mr. Wang Qi, Mr. Ian Thackwray, Mr. Liu Fengshan.  Convener is Mr. Huang Jinhui.
 
Nomination Committee is made up by 5 members, they are Mr. Wang Qi, Mr. Lu Mai, Mr. Huang Jinhui, Mr. Li Yeqing, Mr. Ian Thackwray.  Convener is Mr. Wang Qi.
 
6. Report in Respect of Amending “Working Guidelines for the CEO of Huaxin Cement Co., Ltd.” (Voting results: affirmative 9, negative 0, abstention: 0);
 
7. Proposal in Respect of Acquiring 100% Shareholding of Wanyuan Dabashan Cement Co., Ltd. (Voting results: affirmative 9, negative 0, abstention: 0);
 
The Company plans to acquire 100% shareholding of Wanyuan Dabashan Cement Co., Ltd. (hereinafter referred to as “Dabashan Company”) by taking on loans of Dabashan.  Huaxin will purchase 100% shares of Dabashan for 61.5 million Yuan, giving an enterprise value of 131 million Yuan including 69.5 million Yuan of debt.
 
Located in Manaoxi Village, Guandu Town, Wanyuan City, Sichuan Province, Dabashan Company was established in June 2002.  Currently it has one 1000tpd new dry process clinker and cement production line (commissioning on March 26, 2007 and formal production on September 26, 2007).
 
Huaxin entered a Share Entrustment Agreement and a Share Transfer Agreement with Wanyuan Municipal Government and Dabashan Company on January 16, 2009.  The Agreements stipulate that Dabashan would entrust operation of their cement plant to Huaxin from Feb. 13 2009 to Feb. 12 2011 and part of the shares of Dabashan shall be transferred to Huaxin at fixed price after the custody period if the prescribed conditions of a share transfer could be met. At the same time Huaxin and Wanyuan municipal government reached an agreement of building a new 2500t/d clinker line on the same site and sharing a quarry, office building, lab and canteen facilities with the old production line. The new line was put into operation at the end of Dec. 2010.
 
In order to promote the development of Huaxin Wanyuan Company and Dabashan Company and expand more ample market space, the Company reached an agreement with Wanyuan Municipal Government and Dabashan Company.  The Company will acquire 100% shareholding of Dabashan Company by taking on loans of Dabashan.
 
8. Proposal in Respect of Changing the Use of the Raised Funds for Some Projects of the Private Placement (Voting results: affirmative 9, negative 0, abstention: 0).  For detailed information, please refer to the “Announcement on Changing the Use of the Raised Funds for Some Projects of the Private Placement of Huaxin Cement Co., Ltd. (Lin 2012-012) published at the same day;
 
9. Proposal in Respect of Convening the Second Extraordinary Shareholders’ General Meeting 2012 (Voting results: affirmative 9, negative 0, abstention: 0).
 
II. Notice regarding Convening the Second Extraordinary Shareholders’ General Meeting 2012
 
1. Time of the Meeting: 9:00 am, May 15, 2012 (Tuesday)
 
2. Share registration date
 
(1) A-share Registration Date: May 7, 2012
 
(2) B-share Registration Date: May 10, 2012 (Last trading date is May 7)
 
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. Proposal of the Meeting:
 
Proposal in Respect of Changing the Use of the Raised Funds for Some Projects of the Private Placement (For detailed information, please refer to the “Announcement on Changing the Use of the Raised Funds for Some Projects of the Private Placement of Huaxin Cement Co., Ltd. (Lin 2012-012) published at the same day, or log on the website of Shanghai Stock Exchange (www.sse.com.cn) a week before the convening day of the Meeting).
 
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 7, 2012 and all B-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch after 3 o’clock of May 10, 2012 (May 7 is 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 the Annex.
 
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, May 14, 2012;
                              08:00-9:00 am, May 15, 2012.
 
(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
 
April 24, 2012
 

 Annex:
 
Huaxin Cement Co., Ltd.
The Second Extraordinary Shareholders’ General Meeting 2012
Power of Attorney
 
Mr. (Ms.)    is now authorized by myself (or our Company) to attend the Second Extraordinary Shareholders’ General Meeting 2012 of Huaxin Cement Co., Ltd., and exercise voting rights to the following proposal on my (or our Company’s) behalf according to the following indications.
 
No.
Proposal
Voting
Affirmative
Negative
Abstention
1
Proposal in Respect of Changing the Use of the Raised Funds for Some Projects of the Private Placement
 
 
 
 
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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