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Extraordinary Announcement

Annoucement on Resolutions of the 2009 First Extraordinary Shareholders General 作者:Board of Directors of Huaxin Cement Co. Ltd.2009-07-15 14:12:22
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 Previous Offering (Voting result: Affirmative: 275,394,851 -- 100% of the total voting right shares.  A shares -- Affirmative: 166,768,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 108,626,322, Abstention: 800, Negative: 0);
 
(IV) Proposal in Respect of Feasibility Study of Proposed Investment Projects of Funds Raised from A-share Private Placement through special resolution
(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);
 
The biggest shareholder Holchin B.V. avoided voting as related party.
 
(V) Proposal in Respect of Signing the Share Subscription Agreement by and between the Company and Holchin B.V. Subject to Condition Precedent through special resolution
(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);
 
The biggest shareholder Holchin B.V. avoided voting as related party.
 
(VI) Proposal in Respect of Requesting the Shareholders’ General Meeting to Fully Authorize the Board of Directors in Respect of Matters on A-share Private Placement through special resolution (Voting result: Affirmative: 275,394,851 -- 100% of the total voting right shares.  A shares -- Affirmative: 166,768,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 108,626,322, Abstention: 800, Negative: 0);
 
It is proposed the Shareholders’ General Meeting to fully authorize the Board of Directors to handle all the relevant matters concerning the A-share private placement, including but not be confined as followed:
 
1. Authorizing the Board of Directors to draw up the issuing plan as well as put it into effect according to the concrete conditions, including issuance timing, issuance size, validity period of issuance, issuance price, subscription methods and other issues in respect of the issuance plan;
 
2. Authorizing the Board of Directors to adjust the specific amount of raised funds as planned for the project(s), or to adjust the Specific project(s), as the actual amount of the raised funds is lower than planned;
 
3. Authorizing the Board of Directors to adjust the concrete arrangement for the investment projects utilizing the raised funds within the scope of the resolutions of the Shareholders’ General Meeting, including but not be confined as the adjustment of the sequence and the allocated sum of the planned investment project.
 
4. Authorizing the Board of Directors to employ intermediary agents who deal with the application of the A-share private placement;
 
5. Authorizing the Board of Directors to sign the contracts, agreements and documents concerning the A-share private placement;
 
6. Authorizing the Board of Directors to revise specific clauses of the Articles of Association, to verify the registered capital as well as to change the registration at the Industrial and Commercial Bureau in accordance with the result of the A-share private placement;
 
7. Authorizing the Board of Directors to deal with the registration and custody of the issuing shares at China Securities Registration and Clearing Institution Co. Ltd. Shanghai branch as well as the listed trading of the shares at Shanghai Stock Exchange after the completion of the A-share private placement;
 
8. Authorizing the Board of Directors to adjust the relevant matters of the A-share private placement when the securities regulatory authority has changed the policy of private placement or the security market has been changed, unless such matters are required to be voted by the Shareholders’ General Meeting in accordance with the relevant laws, administrative regulations and the Articles of Association;
 
9. Authorizing the Board of Directors to deal with all the other relevant matters concerning the A-share private placement;
 
10. Proposing the Shareholders’ General Meeting to authorize the Board of Directors to postpone the execution of the A-share private placement when force majeure occurs and it is hard to be executed; or it is able to be executed, but might bring extremely disadvantageous consequence to the company.
 
11. The validity of the authorization lasts 12 months after it is approved by the Shareholders’ General Meeting.
 
(VII) Proposal in Respect of Providing Guarantees for Bank Loans of Subsidiaries through special resolution (Voting result: Affirmative: 275,394,851 -- 100% of the total voting right shares.  A shares -- Affirmative: 166,768,529, Abstention: 7,100, Negatives: 0; B shares -- Affirmative: 108,626,322, Abstention: 800, Negative: 0);
 
 
V. Legal opinions issued by the lawyers
 
1. Name of the Law Firm: Hubei Sunshine Law Firm
 
2. Names of the lawyers: Zhang Li, Han Jing
 
3. Conclusion of the opinions: the calling and convening procedures 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; qualification of attendants, voting procedure and the voting results of the Meeting were legitimate and valid.
 
It is herewith announced.
 
Documents for Inspection:
 
1. Resolutions of the Meeting;
2. Letter of Legal Opinions;
3. Other documents required by the SSE.
 
Huaxin Cement Co. Ltd.
Board of Directors
 
July 14, 2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
附件一
Attachment 1
 
 
Hubei Sunshine Law Firm
Letter of Legal Opinions in Respect of
the First Extraordinary Shareholders' General Meeting 2009 of
Huaxin Cement Co., Ltd.
 
 
 
E Lv Song Zhuan Shi Fa Shu Zi [2009] No. 005
 
To: Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”)
 
Hubei Sunshine Law Firm (hereinafter referred to as “the Firm”) accepted the appointment by the Company, lawyers Zhang Li and Han Jing were appointed to attend the First Extraordinary Shareholders’ General Meeting 2009 (hereinafter called “the Meeting”) of the Company, and issued legal opinions for the legitimacy and validity of the calling and convening procedures, qualification of attendants and conveners, voting procedures and voting results of the Meeting.
 
In order to issue the Letter of Legal Opinions, the two lawyers attended the Meeting, checked up the relevant documents of the Meeting offered by the Company and heard the explanations to the relevant proceedings made by the Board of the Company. During the process of checking up the relevant documents, the Company ensured us and made commitments that the submitted documents and the explanations were all true, and it had already offered necessary and authentic original paper materials, copies or oral attestation for the Letter of Legal Opinions. The relevant copies or reprographic copies were as the same as the original documents.
 
Pursuant to the provisions contained in the Company Law of the People's Republic of China, the Rules of Shareholders' General Meeting of Listed Companies, the Listed Rules of SSE (2008 revised version) and other relevant laws, regulations, criterions, as well as the Articles of Association of Huaxin Cement Co., Ltd. (hereinafter called “the Articles of Association of the Company”) and Rules of Procedures of Shareholders' General Meetings, and according to the accepted professional criteria, ethics and diligence spirit of lawyer vocation, the lawyers issued their legal opinions as follows:
 
 
I. In respect of the calling and convening procedures of the Meeting
 
(I) This Meeting was convened by the Board of Directors of the Company.
 
(II) The convening time of the on-site meeting and the on-line voting, meeting location, voting manner, share registration date, attendants, registration of the on-site Meeting, as well as proceedings of authorizing proxies to attend the Meeting and take voting and proceedings of on-line voting were sufficiently disclosed in the Announcement on Resolutions of the Third Meeting of the Sixth Board of Directors and on Convening the First Extraordinary Shareholders’ General Meeting 2009 (hereinafter called the Announcement) published on June 26, 2009 on China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily and on the appointed website by CSRC.  The reviewing items of the Meeting and the contents of the relevant proposals have already been listed on the Announcement.
 
The Meeting convened via on-site voting and on-line voting. The Company provided on-line voting platform via the trading system of SSE. The voting time was 9:30-11:30,13:00-15:00 on July 13, 2009; the voting procedure was operated as buying shares at SSE.
 
(III) The Meeting was convened at 9 am on July 13, 2009 in the meeting room of the Company as announced and Mr. Chen Musen, Chairman of the Company, took the chair of the Meeting.
 
In the opinions of the lawyers, this Meeting was called for by the Board, time and way for giving the notification, the contents of the notification and the on-line voting were in compliance with the stipulations contained in the relevant laws and regulations and Articles of Association of the Company; the actual convening time, location and contents and the on-line voting were in compliance with the Announcement and with the stipulations contained in the Company Law, the Rules of Shareholders' General Meetings, the Listed Rules and the Articles of Association of the Company.
 
 
II. In respect of the qualification of attendants and conveners
 
(I) Shareholders present at the on-site meeting and participated in on-line voting
 
All together 47 shareholders or shareholder proxies attended the on-site meeting or participated in on-line voting, representing 275,402,751 shares covering 68.23% of the total shares of the Company, including 166,775,629 voting right shares held by 24 “A” share holders covering 41.32% of the total shares of the Company, and 108,627,122 shares held by 23 “B” share holders covering 26.91% of the total shares of the Company.  After checking up identity certifications, share holding certifications and Power of Attorney offered by the shareholders or shareholder proxies, A Shareholders Name List after 3:00 pm on July 3, 2009 and B Shareholders Name List after 3:00 pm on July 8, 2009 (the last trading date of B share registration was July 3) offered by CSDCC Shanghai Branch and other relevant certification documents, the lawyers believed that the above persons have qualification to attend the Meeting. The identity of the shareholders participated in on-line voting was validated by the provider of the on-line voting system – SSE.
 
(II) Other attendants  
 
Directors, Supervisors, Secretary to Board, Senior Managers of the Company and the lawyers were present at the Meeting.
 
 
(III) Convener of the Meeting
 
This Meeting was called for and convened by the Board of the Company.
 
In the opinions of the lawyers: the qualification of the shareholders present at the on-site meeting and participated in the on-line voting, other attendants and the convener was in compliance with stipulations contained in the relevant laws, rules, Articles of Association of the Company and Rules of Procedures of the Shareholders’ General Meetings.
 
 
III. Voting procedures and voting results of the Meeting
 
(I) Before the Meeting being convened, there were no proposals added. All the proposals reviewed and voted by the Meeting had all been set out and listed in the Announcement by the Board, none of the shareholders present at the Meeting put forward any new proposals.
 
(II) Proposals of the Meeting were voted in signed ballets via on-site voting and on-line voting.
 
When voting the Proposal 2 - Proposal in Respect of Modifying the Scheme on the Company’s 2009 A-share Private Placement, Proposal 4 - Proposal in Respect of Feasibility Study of Proposed Investment Projects of Funds Raised from the A-share Private Placement, Proposal 5 - Proposal in Respect of Signing the Share Subscription Agreement by and  between the Company and Holchin B.V. Subject to Condition Precedent, the related shareholder Holchin B.V. abstained from voting.
 
(III) Lawyers Zhang Li and Han Jing, Supervisor representative Wang Guojie and shareholder representative Wang Lu and Tu Songhua were in charge of scrutinizing and calculation of the voting tickets.
 
(IV) After on-line voting, the Information Company of SSE provided the on-line voting quantity and voting results to the Company.
 
(V) Via consolidation of the results of the on-site voting and on-line voting provided by the Information and Network Ltd. of SSE, all the reviewed proposals have been approved by the Meeting. Of which, Proposal in Respect of the Satisfaction of the Conditions of A-share Private Placement, Proposal in Respect of Modifying the Scheme on the Company’s 2009 A-share Private Placement, Proposal in Respect of Feasibility Study of Proposed Investment Projects of Funds Raised from the A-share Private Placement, Proposal in Respect of Signing the Share Subscription Agreement by and  between the Company and Holchin B.V. Subject to Condition Precedent, Proposal in Respect of Requesting the Shareholders’ General Meeting to Fully Authorize the Board of Directors in Respect of Matters on the A-share Private Placement and Proposal in Respect of Providing Guarantees of Bank Loans for Subsidiaries were adopted through special resolutions.
 
(VI) Wanglu was in charge of the Meeting record.

In the opinions of the lawyers, voting procedures of the Meeting were in compliance with the provisions contained in relevant laws, rules and regulations, Articles of Association of the Company and the Rules of Procedures of Shareholders' General Meeting, the voting results were legitimate and valid.
 
 
IV. Conclusions
 
To summarize, in the opinions of the lawyers, the calling and convening procedures, qualification of attendants and convener and voting procedures of the Meeting were in compliance with the stipulations contained in the Company Law, the Rules of Shareholders' General Meeting, the Listed Rules, Articles of Association of the Company and the Rules of Procedures of Shareholders' General Meetings, the voting results were legitimate and valid.
 
 
 
 
 
Hubei Sunshine Law Firm
Lawyers: Zhang Li
              Han Jing
July 13, 2009