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

2012-08-2815217次
Stock Codes: 600801, 900933     Stock abbreviations: Huaxin Cement, Huaxin B Share      Ref: Lin 2012-022
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Fifth Meeting of the Seventh Board of Directors
 
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 Fifth Meeting of the Seventh Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on August 24, 2012 in circular resolution (phone conference).  All the 9 Directors attended the Meeting.  Members of Senior Management also attended the Meeting.  The Company sent the Meeting Notification to all the Directors on August 16, 2012 by mail/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. Half Year Report 2012 of the Company and its Abstract (Voting result: affirmative 9, negative 0, abstention: 0)
 
2. Proposal in Respect of Establishing Huaxin (Hongkong) International Holdings Limited (Voting result: affirmative 9, negative 0, abstention: 0)
 
The Company intends to set up a wholly owned subsidiary with a registered capital of HKD 66 million in Hong Kong -- Huaxin (Hongkong) International Holdings Limited, as the platform of the Company’s overseas business.
 
3.Proposal to Proceed with an EPC Project in Cambodia and Provide a Related Loan Guarantee to CCC (Voting result: affirmative 6, negative 0, abstention: 3)
 
Mr. Ian Thackwray voted abstention, reason: do not support the related loan guarantee;
Mr. Roland Köhler voted abstention, reason: do not support the related loan guarantee;
Mr. Paul Thaler voted abstention, reason: The EPC project has merits. – To also guarantee bank loans in addition to the EPC obligations is too risky.  Such risk is not mitigated by additionally managing the operations of the newly constructed plant.
 
CCC company is a Cambodia company with a registered capital of USD 32 million and jointly founded by three shareholders, among which UREC Overseas Investment Co. Ltd. (China) possesses 51% of its shareholding.
 
CCC company intends to construct a 3200 t/d NSP line along with 5.5MW WHPG system in Cambodia.  The Company is expected to be the EPC constructor for the aforesaid project.  Estimated project investment is USD 100 million.  CCC company intends to apply for the project loan from Bank of China Limited Phnom Penh Branch.
 
Under the precondition that 1) CCC company pledge its land lease title, MR, assets formed during implementation of the EPC contract and current shareholders’ shareholdings in CCC as the counter guarantee; 2) Huaxin will have the option to invest in the cement plant by taking a 40% stake in CCC at any time before commissioning, the Company will agree to offer the guarantee of USD 67 million for the project loan.
 
It is herewith announced.
 
Huaxin Cement Co. Ltd.
Board of Directors
August 28, 2012
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