Stock Codes: 600801, 900933 Stock Abbreviations: Huaxin Cement, Huaxin B Share Ref. Lin 2010-005
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the
Annual Shareholders’ General Meeting 2009
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:
A proposal was vetoed during the Meeting: the Meeting voted the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds.
A new proposal was submitted to the Meeting for voting.
Shareholder who put forward the new proposal: Huaxin Group Ltd. (who holds 89,120,880 shares, covering 22.08% of the total shares of the Company) submitted the “Proposal (of Huaxin Group Ltd.) in Respect of Modifying the Proposal (of Huaxin Cement Co., Ltd.) in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds” to the Board of the Company on April 12, 2010.
Main content of the proposal is as follows:
The Eleventh Meeting of the Sixth Board of your Company has reviewed and adopted the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds and submitted it to the Annual Shareholders’ General Meeting 2009 of your Company for reviewing. As the second largest shareholder of your Company, we believed that the plan of applying for placement of mid-term notes and renewal of short-term financing bonds made by the Board would be beneficial to the development of your Company. However, after referring the relevant regulations, we found that the issue of debt financing instrument for non-financing enterprise needs to be registered in Association of Inter-bank Market Dealers and there would be uncertainties for the registration time. In order to ensure a successful issue, in accordance with the Articles of Association and the relevant laws, rules and normative documents, we hereby specially put forward the extraordinary proposal in respect of Huaxin Cement Co., Ltd. Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds, detailed contents are as follows:
On Jul 7, 2009, Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) successfully issued 600 million yuan short-term financing bonds, which reduced financial expenses of 12 million yuan compared with bank loans over the same period of the last year, explored new financing channels and reduce the capital cost of the Company. In order to further explore new financing channels, relieve the comparatively uptight capital situation, optimize liability structure and reduce financial costs, the Company, conforming to the regulations of Management Method of Debt Financing Instrument for Non-financing Enterprise in Inter-bank Bond Markets, is to apply for placement of mid-term notes and renewal of short-term financing bonds.
1. The Company plans to issue mid-term notes amounting to 1,200 million yuan. It is mainly used for optimizing the liability structure, supplementing operating capital or filling capital gaps of some projects. The underwriting approach will be a stand-by underwriting. The 3-year mid-term notes amounting to 600 million yuan will be firstly issued within two months after the registration complete. According to the capital needs of the Company, the 5-year mid-term notes amounting to 600 million yuan will be secondly issued within two years after the registration complete.
2. The Company plans to apply for a renewal of 365 day short-term financial bonds, amounting to 600 million yuan. It will be used for supplementing the liquidity. The underwriting approach will be a stand-by underwriting by a main underwriting agent.
The total amount of short-term financing bonds, Mid-term Notes and bank loans will be within the limit of the Year Budget.
II. Convening of the Meeting
1. Convening time: 9:00 am on April 22, 2010
2. Convening place: Meeting Room 1 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
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
12 shareholders or shareholder proxies attended the Meeting, representing 275,391,277 voting right shares covering 68.23% of the total shares of the Company. Including 164,434,280 voting right shares held by “A” share holders covering 40.74% of the total shares of the Company, and 110,956,997 voting right shares held by “B” share holders covering 27.49% of the total shares of the Company.
IV. Reviewing and voting of the proposals
1. Reviewed and adopted the Directors’ Report 2009 of the Company (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
2. Reviewed and adopted the Supervisors’ Report 2009 of the Company (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
3. Reviewed and adopted the Final Financial Report 2009 and Financial Budget Report 2010 of the Company (Voting result: 275,345,277 affirmative voting right shares, covering 99.98% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,910,997 affirmative voting right B shares, Abstention: 46,000, Negatives: 0);
4. Reviewed and adopted the Profit Distribution Plan 2009 of the Company (Voting result: 275,375,777 affirmative voting right shares, covering 99.99% of the total voting right shares, including 164,418,780 affirmative voting right A shares, Abstention: 0, Negatives: 15,500; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
The net profit of the Company for 2009 was 441,411,984 yuan (parent company) or 500,507,612 yuan after consolidation. Pursuant to the relevant provisions contained in the new Company Law and the new Accounting Rule, 10%, i.e. 44,141,198 yuan will be appropriated to statutory surplus common reserve fund. The allocable profit of the parent company is 754,563,996 yuan by the end of December 2009.
The Board proposes that on the basis of the total 403.6 million shares, a cash dividend of 0.2 yuan per share (incl. tax) shall be distributed to all shareholders, hence 80,720,000 yuan shall be distributed, and the whole of the remaining shall be booked as unallocated profit.
The Board also proposes that no capital reserve shall be converted into share capital for 2009.
The Company will give another announcement to inform about the manner and time for the profit distribution.
5. Reviewed and adopted the Proposal in Respect of Appointing Accounting Firm and Empowering the Board of Directors to Decide its Remuneration (Voting result: 274,689,218 affirmative voting right shares, covering 99.75% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,254,938 affirmative voting right B shares, Abstention: 702,059, Negatives: 0);
6. Reviewed and adopted the Annual Work Report 2009 of Independent Directors (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
7. Reviewed and adopted the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds (Voting result: 250,386,852 negative voting right shares, covering 90.92% of the total voting right shares, including 27,700 affirmative voting right A shares, Abstention: 0, Negatives: 164,406,580; 24,976,725 affirmative voting right B shares, Abstention: 0, Negatives: 85,980,272);
8. Reviewed and adopted the Proposal in Respect of Providing Guarantees for Project Loans and Comprehensive Credit Business of Subsidiaries through special resolution (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0, Negatives: 0);
9. Reviewed and adopted the Proposal in Respect of Accepting Mr. Tom Clough to Resign from the Position of Director (Voting result: 275,391,277 affirmative voting right shares, covering 100% of the total voting right shares, including 164,434,280 affirmative voting right A shares, Abstention: 0, Negatives: 0; 110,956,997 affirmative voting right B shares, Abstention: 0,
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