Stock Codes: 600801, 900933 Stock Abbreviations: Huaxin Cement, Huaxin B Share Ref: Lin 2012-002
Huaxin Cement Co., Ltd.
Announcement on Resolutions of
the First 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.
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 Meeting: 9:00 am, February 6, 2012 (Monday)
2. Convening place: Meeting Room 4 on the first floor of the Business Center of the Company in Wuhan, Building No.5, International Enterprise Center, Special No.1, Guanggu Avenue, Wuhan City, Hubei Province
3. Convening way: on-site voting
4. Convener: 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
11 shareholders or shareholder proxies attended the Meeting, representing 544,284,440 voting right shares covering 58.19% of the total shares of the Company. Including 347,691,746 voting right shares held by 9 “A” share holders covering 37.17% of the total shares of the Company, and 196,592,694 voting right shares held by 10 “B” share holders covering 21.02% of the total shares of the Company.
IV. Reviewing and voting of the proposals
With the manner of on-site voting, the Meeting reviewed and adopted the following resolutions:
(I) Proposal in Respect of Issuing Domestic Corporate Bonds
To further optimize debt structure, broaden financing channels, satisfy the demand for working capital and reduce funding costs of the Company, the issuance of Domestic Corporate Bonds (“the Issuance”) is proposed pursuant to relevant provisions in national laws and regulations including the Company Law, the Securities Law, and the Experimental Methods of Corporate Bonds Issuance. The proposed arrangements are as follows:
1. Size of the Issuance
As of 30 September 2011, the Total Owners’ Equity (Unaudited) of the Company was RMB 6,633,897,170. After the Private Placement of 128,099,928 A-shares completed on 4 November 2011, PricewaterhouseCoopers Zhongtian Certified Public Accountant Limited Company issued the Capital Verification Report (Pu Hua Yong Dao Zhong Tian Yan Zi [2011] No. 323), which verified the net proceeds from the Private Placement to be RMB 1,742,887,551.
The aggregate principal amount of the Domestic Corporate Bonds shall be RMB 3.35 billion or less, with the first installment of no more than RMB 2 billion and the remaining being issued within 24 months after the date of the issuance is approved by CSRC. Subject to the authorization to the Board by the Shareholders’ General Meeting of the Company, the specific size of the issuance will be determined by the Board according to the relevant requirements and the market conditions prior to the issuance.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
2. Arrangement for Issuance to the shareholders of the Company.
The Domestic Corporate Bonds will not be issued or placed to existing shareholders of the Company.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
3. Maturity
The Maturity of Domestic Corporate Bonds will not be more than 7 years. It could be a single tranche or mixed tranches with different maturity. Subject to the authorization by the Shareholders’ General Meeting of the Company, the maturity and the issuance size of each tranche of the Domestic Corporate Bonds will be determined by the Board according to the relevant requirements and the market conditions prior to the issuance.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
4. Use of Proceeds
Proceeds from the issuance will be used to repay matured debts, optimize debt structure, supplement working capital, and finance M&A transaction. Subject to the authorization by the Shareholders’ General Meeting of the Company, the specific use of proceeds will be determined by the Board according to the relevant requirements and the market conditions prior to the issuance.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
5. Place of Listing
As soon as the issuance is completed, the application for listing of the Domestic Corporate Bonds will be submitted to Shanghai Stock Exchange. The issued Domestic Corporate Bonds will be listed in Shanghai Stock Exchange. It can also be listed on other qualified exchanges subject to the satisfaction of the relevant listing requirements.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
6. Guarantor
Subject to the authorization by the Shareholders’ General Meeting of the Company, the arrangement for provision of guarantee will be determined by the Board.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
7. Validity of the Resolution in Respect of Domestic Corporate Bond Issuance
The validity of the resolutions by SGM in respect of Domestic Corporate Bond Issuance will expire 24 months after the CSRC’s approval on the issuance.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
8. Matters of the Issuance SGM Granting to the Board
It is proposed that the Board (or any person authorized by the Board) will be authorized by SGM, pursuant to relevant provisions in national laws and regulations including the Company Law, the Securities Law, and the Experimental methods of corporate bonds issuance, according to the prevailing requirements and the market conditions, to have full discretion to deal with all matters relating to the issuance, including but not limited to the following:
(1) to make amendments and adjustments to the terms of the issuance to the extent permitted by laws and regulations, approval of shareholders, conditions of the Company and the prevailing market, including but not limited to: the terms related to the issuance size, maturity, tranche, coupon rate and its pricing, timing of issuance, and provision of guarantee etc.;
(2) to assign intermediaries to deal with the Domestic Corporate Bonds Issuance, select trustee, sign the agreement for management of trustee and establish the rules on the meetings of the bond holders;
(3) to deal with the matters related to the filing for the issuance;
(4) to enter the contracts, agreements and adjust corresponding terms and disclose relevant information properly;
(5) to make corresponding changes based on the opinions of the regulatory authorities upon the specific plan of the Issuance where there is any policy changes on the issuance of corporate bonds or the market conditions, unless the matters which are subject to the re-voting by SGM required under the relevant laws, regulations and the Articles of Association.
(6) to deal with the matters of the corporate bond underwriting and its listing upon the corresponding rules ;
(7) to deal with any other matters relating to the proposed issuance and listing;
(8) the authority period is from the date when obtaining approval from SGM to the date when the previous issues are settled.
It is proposed that Mr. Li Yeqing will be authorized on behalf of the Company by SGM’s approval to deal with the matters related to the issuance and listing.
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
9. Matters of Bond Repayment
It is proposed that the Shareholders’ Genneral Meeting grants the Board to take actions under the circumstances:
1. The Company predicts that it will fail to repay the scheduled principal and the interests;
2. The Company fails to repay the scheduled principal and the interests on time.
Under above circumstances the Board will take the following actions:
(1) stop distributing dividends to Shareholders;
(2) defer the important capital expenditures, M&A events, etc.;
(3) suspend the salaries and bonus of the Directors and the Senior Management;
(4) idle the key persons transferring
Voting result: Affirmative: 544,193,236 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,691,746, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,501,490, Abstention: 91,204, Negative: 0.
After SGM’s approval is obtained, the proposal is implemented only after the approval from the CSRC.
(II) Performance Unit Incentives Plan of Huaxin Cement Co., Ltd.
Voting result: Affirmative: 543,888,012 -- 99.98 % of the total voting right shares. A shares -- Affirmative: 347,585,666, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,302,346, Abstention: 91,204, Negative: 0.
When reviewing this proposal, related shareholders (with a total shareholding of 305,224; among which 106,080 are A shares and 199,144 are B shares) have abstained from voting.
V. Legal opinions issued by the lawyers
1. Name of the Law Firm: Hubei Sunshine Law Firm
2. Names of the lawyers: Han Jing, Tang Fan
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.
VI. Documents for Inspection:
1. Resolutions of the Meeting;
2. Letter of Legal Opinions;
3. Other documents required by the SSE.
It is herewith announced.
Huaxin Cement Co. Ltd.
Board of Directors
February 7, 2012
