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Extraordinary Announcement

Huaxin Cement Co., Ltd.Announcement on Listing of Shares Subject to Conditional 作者:zhaoyuanyuan2009-12-24 15:34:35
Stock Codes: A Share 600801   B Share 900933                          Ref: Lin 2009-016
 
Huaxin Cement Co., Ltd.
Announcement on Listing of Shares Subject to Conditional Sales
 
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.
 
Important Notice:
 
●     The listing amount of the shares subject to conditional sales this time is 7,925,065 shares.
●     Listing date for the shares subject to conditional sales is December 29, 2009.
 
I. Relevant information about the Share Partition Reform Plan
 
1.      Share Partition Reform Plan of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was reviewed and adopted by the relevant Shareholders’ General Meeting on December 16, 2005 and the share registration date was December 27, 2005; then the former listed shares were tradable again after the Plan being implemented on December 29, 2005.
 
2.      There was no scheme to add more price on the shares in the Share Partition Reform Plan.
 
II. Relevant commitments in respect of listing of the shares subject to conditional sales in the Share Partition Reform Plan
 
Shareholders holding the listed shares subject to conditional sales of the Company all committed that none of the shares shall be listed, traded or transferred 12 months after the Share Partition Reform Plan is successfully implemented.
 
Apart from the legal commitments, the former biggest shareholder Huaxin Group Co., Ltd. (hereinafter referred to as “Huaxin Group”) additionally committed the following:
 
(1)   None of the state shares held on behalf of the state and the domestic legal person shares shall be listed, traded or sold in the SSE during the period from the thirteenth month to the thirty sixth month after the Share Partition Reform Plan is successfully implemented.
 
(2)   The number of the state shares held on behalf of the state that would be listed, traded or sold in the SSE from the thirty seventh month to the forty eighth month shall not exceed 5% (equivalent to 1.21% of the current total shares of the Company) of the state shares that Huaxin Group Co., Ltd. holds after the Share Partition Reform, and the transaction price shall not be lower than 9 yuan/share (subject to conversions in case of dividends distribution, bonus issue, capital reserve conversion during the period from the implementing date of Share Partition Reform to sales of the shares by Huaxin Group, if any).
 
(3)   The number of the state shares held on behalf of the state that would be listed, traded or sold in the SSE from the forty ninth month to the sixtieth month shall not exceed 10% (equivalent to 2.41% of the current total shares of the Company) of the state shares that Huaxin Group Co., Ltd. holds after the Share Partition Reform, and the transaction price shall not be lower than 9 yuan/share (subject to conversions in case of dividends distribution, bonus issue, capital reserve conversion during the period from the implementing date of Share Partition Reform to sales of the shares by Huaxin Group, if any).
 
(4)   For each 1% of the total shares of Huaxin Cement that are held on behalf of the state and sold through the listing system of the SSE, an announcement will be made within 2 working days after such transaction, during which 2 days the transactions do not have to be suspended.
 
III. Changes on share structure and on shareholders’ holding amount from implementation of Share Partition Reform till now.

1.      Listing amount of the shares subject to conditional sales is calculated based on the total shares before issuing the new shares.
 
2.      On February 18, 2008, the Company published “Issuance Report and Announcement on Equity Changes Regarding Private Placement of RMB Ordinary Shares (A Share) of Huaxin Cement Co., Ltd. to the Foreign Strategic Investor”, the Company made the private placement of 75.2 million shares (subject to conditional sales) to its shareholder Holchin B.V., then total shares of the Company was increased from the original 328.4 million shares before the placement to 403.6 million shares.
 
After the Company issuing the new shares, changes on holding of the shares subject to conditional sales:
 
No.
Shareholder
Holding amount (share)
Proportion in the total shares of the Company (%)
Before issuing
After issuing
Before issuing
After issuing
1
Holchin B.V.
 
75,200,000
26.1149
39.8814
2
State-owned shares (held by Huaxin Group Co., Ltd.)
79,250,648
79,250,648
24.1324
19.6359
3
Huaxin Group Co., Ltd.
9,870,232
9,870,232
3.0056
2.4455
Remarks: 85,761,300 listed B shares held by Holchin B.V. before the new share issuing were also locked after the issuing and were restricted to be listed for 3 years.
 
IV. There is no situation of capital being occupied by the big shareholders in the Company.
 
V. Checking Opinions of the Sponsoring Organization
 
According to the relevant stipulations contained in Administrative Rules on Share Partition Reform in Listed Companies from CSRC and Memorandum for Share Partition Reform Work from SSE, Changjiang Financing Services Co., Limited., acting as the sponsoring organization of the Company, has finished its checking on the matters regarding shareholders of shares subject to conditional sales of the Company applying for being free from conditional sales and has given their checking opinions.
 
In the opinions of the sponsoring organization, through checking, as of the issuing date of this letter of opinions, all the shareholders of shares subject to conditional sales of Huaxin Cement have implemented their commitments made during the Share Partition Reform; the listing of the shares subject to conditional sales of Huaxin Cement this time shall not affect the implementation of other commitments made during the Share Partition Reform; information of the changes in share structure and shareholders’ holding from the implementation of Share Partition Reform till now contained in Announcement on Listing of Shares Subject to Conditional Sales submitted by Huaxin Cement is truly, accurately and completely disclosed; as Huaxin Group does not have any situation of occupying capital of the listed company Huaxin Cement, it will not give any impacts to the listing of the shares subject to conditional sales held by Huaxin Group this time; the applied listing amount of the shares subject to conditional sales this time was in compliance with the provisions contained in Administrative Rules on Share Partition Reform in Listed Companies and the relevant commitments made by all the shareholders of shares subject to conditional sales during the Share Partition Reform. After the listing of the shares subject to conditional sales this time, the rest shares subject to conditional sales of Huaxin Cement will continue implementing conditional sales arrangement according to the requirements of the relevant laws, regulations and commitments. The listing of the shares subject to conditional sales of Huaxin Cement this time was in compliance with the provisions contained in Company Law, Securities Law, Administrative Rules on Share Partition Reform in Listed Companies, and other relevant laws and regulations, so the listing will not have any material obstacles. The sponsoring organization approves the listing of the shares subject to conditional sales of the Company this time.
 
VI. Information about the shares subject to conditional sales
 
1. Listing amount of the shares subject to conditional sales is 7,925,065 shares;
 
2. Listing date for the shares subject to conditional sales is December 29, 2009.
 
3. Listing details of the shares subject to conditional sales
 
No.
Name of the Shareholder
Holding amount
(share)
Proportion in the total shares of the Company (%)
Listing
amount
(share)
Surplus
amount
(share)
1
Holchin B.V.
75,200,000
18.6323
0
75,200,000
2
State-owned shares (held by Huaxin Group Co., Ltd.)
75,288,116
18.6541
7,925,065
67,363,051
Total
150,488,116
37.2864
7,925,065
142,563,051
 
4. The listing information of the shares subject to conditional sales this time is completely consistent with the contents contained in the Explanation Letter of Share Partition Reform.
 
5. On December 29, 2006, the Company first arranged the listing of shares subject to conditional sales (only formed through the Share Partition Reform) for 12 companies such as Jingzhou Sanonda Financial Consultant Co., Ltd.; on April 9, 2007, the Company arranged the listing of shares subject to conditional sales (only formed through the Share Partition Reform) for 5 companies such as China CINDA Assets Management Corporation; on December 29, 2008, the Company arranged the listing of shares subject to conditional sales (only formed through the Share Partition Reform) for state-owned shares and Huaxin Group Co., Ltd.. Listing of the shares subject to conditional sales (only formed through the Share Partition Reform) this time is the fourth time for listing arranged by the Company.
 
VII. Table of the changes on the share structure
 
Unit: Share
 
Before the listing
changes
After the listing
Shares
subject to
conditional sales
1. Holchin B.V.
75,200,000
0
75,200,000
2. State-owned shares
75,288,116
-7,925,065
67,363,051
Subtotal
150,488,116
-7,925,065
142,563,051
Listed shares
not subject to
conditional sales
A share
89,111,884
+7,925,065
97,036,949
B share
164,000,000
0
164,000,000
Subtotal
253,111,884
+7,925,065
261,036,949
Total
 
403,600,000
0
403,600,000
 
It is herewith announced.
 
 
 
Huaxin Cement Co. Ltd.
Board of Directors
 
December 24, 2009
 
 
 
Documents for inspection:
 
1.    Application for the listing of shares subject to conditional sales of the Board of Directors of the Company
 
2.    Inquiry certificate of the investors’ holding amount of the inscribed securities
 
3.    Letter of Checking Opinions made by the Sponsoring Organization
 
4.    Other documents