Stock Codes: A Share 600801 B Share 900933 Ref. Lin 2009-010
Huaxin Cement Co., Ltd.
Announcement on Resolutions of
the 2009 First Extraordinary Shareholders' General Meeting
The Board of Directors of the Company and its members guarantee that there is no 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 contents.
I. Important Notice:
No proposal is added, vetoed or changed during the convening time of the Meeting.
II. Convening of the Meeting
1. Time of the Live Meeting: 9:00 am, July 13, 2009 (Monday)
Time of on-line Voting: 09:30-11:30 am, 13:00-15:00 pm, July 13, 2009 (Monday)
2. Convening place: Meeting Room 4 on the first floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1, Guanshan Road 2, Wuhan City, Hubei Province
3. Convening way: on-site voting and on-line voting
4. Convenor: Board of directors of the Company
5. Presider: Chairman Mr. Chen Musen
6. The calling and convening procedure, qualification of attendants, share registration and voting procedure of the Meeting were in compliance with the stipulations contained in the Company Law, the Rules of Shareholders' General Meeting of Listed Companies and the Articles of Association of the Company.
III. Attendance of the Meeting
47 shareholders (including shareholder proxies) attended the Meeting via on-site voting and on-line voting, representing 275,402,751 voting right shares covering 68.23% of the total shares of the Company. Including: 24 A shareholders (including shareholder proxies), holding 166,775,629 voting right shares, covering 41.32% of the total shares of the Company; 23 B shareholders (including shareholder proxies), holding 108,627,122 voting right shares, covering 26.91% of the total shares of the Company.
IV. Reviewing and voting of the proposals
With the manner of on-site voting plus on-line voting, the Meeting reviewed and adopted the following resolutions:
(I) Proposal in Respect of the Satisfaction of the Conditions of A-share Private Placement through special resolution (Voting result: Affirmative: 275,402,751 -- 100% of the total voting right shares. A shares -- Affirmative: 166,775,629, Abstention: 0, Negatives: 0; B shares -- Affirmative: 108,627,122, Abstention: 0, Negative: 0);
(II) Proposal in Respect of Modifying the Scheme on the Company’s 2009 A-share Private Placement item by item and though special resolution
The biggest shareholder Holchin B.V. avoided voting as related party.
1. Class of Issuing Shares：RMB ordinary shares ( A-share)
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
2. Par Value of Issuing Shares: RMB 1 Yuan
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
3. Issuing Amount & Scale of Raised Funds: The amount of the placement is no more than 200 million and the scale of raised funds is no more than 4,000 million Yuan. The actual amount and scale of raised fund will be negotiated and determined by the Board of Directors and the sponsor (head underwriter) based on the authorization of Shareholders’ General Meeting. If the Company’s shares have dividend payments, bonus shares, capitalization of public reserves and other ex-dividend issues during the period between the announcement of Board of Directors’ resolution and the offering date, the number of shares will be adjusted accordingly
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
4. Issuing Object & Mode of Subscription：No more than 10 specified investors including the Company’s largest shareholder Holchin B. V. who conform to the requirements set by the resolution of Shareholders’ General Meeting, among which Holchin B. V. will subscribe the Company’s A shares in accordance to the proportion in Huaxin Cement before this private placement. The scope of investors besides Holchin B. V. includes legal entities, human beings and other legal investment institutions, such as the top 20 existing shareholders of the Company, securities investment fund management firms, securities firms, insurance company investors, trust investment firms, financial firms and so on. All investors shall subscribe the Company’s new shares by cash
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
5. Issuing Price & Principle of Pricing: The issuing price for this private placement shall not be lower than 90% of the average trading price during 20 trading days prior to the announcement of resolutions of the Third Meeting of the Sixth Board of Directors, which is 20.39 Yuan per share (the lowest price). If the Company’s shares have dividend payments, bonus shares, capitalization of public reserves and other ex-dividend issues during the period between the announcement of Board of Directors’ resolution and the offering date, the lowest price will be adjusted accordingly. The final issuing price will be negotiated and determined by the Company’s Board of Directors and the sponsor (head underwriter) based on the bidding result in accordance with Concrete Rules Guiding Non-public Offerings by Listed Companies after receiving issuance approval. All objects purchase new shares at the same final issuing price
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
6. Lock-in Period & Listing Place: The Company’s largest shareholder Holchin B. V. shall not transfer its shares within 36 months since the end date of this private placement. The shares purchased by other objects shall not be transferable within 12 months since the end date of this private placement. After the expiration of the lock-in period, the shares of this private placement will apply for listing on Shanghai Stock Exchange.
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
7. Valid period of resolution: Valid period of resolution for this offering lasts 12 months since it is approved by the Shareholders’ General Meeting
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
8. Usage of the raised funds
Investment projects utilizing the proceeds raised：
|
NO. |
Project name |
For short |
Total investment
(k yuan） |
Proceeds planned to be used (10,000yuan) |
|
I. New dry process projects favoured by the structure adjustment policy |
|
1 |
Tibet 2000t/d Clinker and Cement Production Line (Phase Ⅱ) |
Tibet clinker and cement project |
34,953.00 |
30,000.00 |
|
2 |
Sichuan Quxian 4000t/d Clinker and Cement Production Line |
Quxian clinker and cement project |
48,033.70 |
37,000.00 |
|
3 |
Sichuan Wanyuan 2500t/d Clinker and Cement Production Line |
Wanyuan clinker and cement project |
31,804.60 |
28,000.00 |
|
4 |
Chongqing Fuling 4600t/d Clinker and Cement Production Line |
Fuling clinker and cement project |
49,784.00 |
40,000.00 |
|
5 |
Hunan Zhuzhou 4500t/d Clinker and Cement Production Line |
Zhuzhou clinker and cement project |
63,917.50 |
49,100.00 |
|
6 |
Hubei Zigui 4000t/d Clinker and Cement Production Line |
Zigui clinker and cement project |
61,727.80 |
32,000.00 |
|
7 |
Hunan Chenzhou 4500t/d Clinker and Cement Production Line |
Chenzhou clinker and cement project |
62,317.90 |
48,600.00 |
|
8 |
Yunnan Dongchuan 2000t/d Clinker and Cement Production Line |
Dongchuan clinker and cement project |
35,000.00 |
30,000.00 |
|
9 |
Hunan Daoxian 4000t/d Clinker and Cement Production Line |
Daoxian clinker and cement project |
49,266.30 |
42,000.00 |
|
10 |
Hubei Chibi 4000t/d Clinker and Cement Production Line (Phase Ⅱ) |
Chibi clinker and cement project (Phase Ⅱ) |
39,064.00 |
32,000.00 |
|
11 |
Hubei Wuxue 4800t/d Clinker Production Line (Phase Ⅲ) |
Wuxue clinker project (Phase Ⅲ) |
40,900.00 |
27,000.00 |
|
Subtotal |
516,768.80 |
395,700.00 |
|
II. Heat recuperation power generation projects favored by the cyclic economy development policy |
|
1 |
Hubei Xiangfan 4000t/d Cement Kiln Pure Low Temperature Heat Recuperation Power Generation Project (7.5MW) |
Xiangfan Heat Recuperation Power Generation |
5,071.47 |
1,300.00 |
|
2 |
Hubei Chibi 4000t/d Cement Kiln Pure Low Temperature Heat Recuperation Power Generation Project (7.5MW) |
Chibi Heat Recuperation Power Generation |
5,084.06 |
3,000.00 |
|
Subtotal |
10,155.53 |
4,300.00 |
|
Total |
526,924.33 |
400,000.00 |
【Note】 1. The actual proceeds of the offering not exceeding the planned proceeds to be utilized, the gap will be financed by the Company itself; or the Board of Directors adjusts the proceeds to be utilized in one or more specific projects without changing the investment projects; or adjust the number of projects.
2. Before the raised proceeds is acquired, the Company will use its own funds according to the actual conditions of the project progress, and after the raised proceeds is acquired, it will be used to replace the used fund of the Company and for the following project progress.
3. If the actual used proceeds of the offering are less than the planned proceeds to be utilized, the Board of Directors can use the saved proceeds to supplement the Company’s working capital or to reduce debts of the Company after implementing necessary statutory procedures.
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
9. The scheme on distribution of accumulated profits after the offering: After completion of this offering, the existing and new shareholders may pro rata share the accumulated profits by the date of offering according to the number of shares they hold respectively.
Voting result: Affirmative: 114,433,551 -- 99.99% of the total voting right shares. A shares -- Affirmative: 91,568,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 22,865,022, Abstention: 800, Negative: 0;
(III) Proposal in Respect of Report on Utilization of the Funds Raised from
