Stock Codes: 600801, 900933 Stock abbreviations: Huaxin Cement, Huaxin B Share Ref: Lin 2012-001
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Thirty Fourth Meeting of the Sixth Board of Directors
and Convening 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.
The Thirty Fourth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on January 12, 2012 in circular resolution. All the 9 Directors have reviewed the proposals of this Meeting. The Company sent the Meeting Notification to all the Directors on January 5, 2012 by fax/mail. The Meeting was in compliance with the provisions contained in relevant laws, rules, regulations and the Articles of Association of the Company, thus it was legitimate and valid.
I. Through reviewing and voting, this Board Meeting adopted the following important 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 results: affirmative 9, negative 0, abstention: 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 results: affirmative 9, negative 0, abstention: 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 results: affirmative 9, negative 0, abstention: 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 results: affirmative 9, negative 0, abstention: 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 results: affirmative 9, negative 0, abstention: 0
6. Guarantor
Subject to the authorization by the the Shareholders’ General Meeting of the Company, the arrangement for provision of guarantee will be determined by the Board.
Voting results: affirmative 9, negative 0, abstention: 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 results: affirmative 9, negative 0, abstention: 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 Issurance, 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. Yeqing Li will be authorized on behalf of the Company by SGM’s approval to deal with the matters related to the issuance and listing.
Voting results: affirmative 9, negative 0, abstention: 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
After SGM’s approval is obtained, the proposal is implemented only after the approval from the CSRC.
(II) Proposal in Respect of Convening the First Extraordinary Shareholders’ General Meeting 2012 (Voting results: affirmative 9, negative 0, abstention: 0).
II. Notice regarding Convening the First Extraordinary Shareholders’ General Meeting 2012
1. Time of the Meeting: 9:00 am, February 6, 2012 (Monday)
2. Share registration date
(1) A-share Registration Date: January 30, 2012
(2) B-share Registration Date: February 2, 2012 (Last trading date is January 30)
3. Venue: Meeting Room No.4 on the first floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1 Guanggu Avenue, Wuhan City, Hubei, China
4. Convenor of the Meeting: Board of Directors of the Company
5. Manner of Voting: on-site voting
6. Proposals of the Meeting:
(1) To review the Proposal in Respect of Issuing Domestic Corporate Bonds item by item;
(2) To review the Performance Unit Incentives Plan of Huaxin Cement Co., Ltd.
Please refer to the “Announcement on Resolutions of the Thirty Third Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd.” (No. 2011-028) published by the Company on December 27, 2011 for detailed information of this Proposal.
7. Attendees of the Meeting
(1) Directors, Supervisors and Senior Management of the Company.
(2) Lawyers engaged by the Company.
(3) All A-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch after 3 o’clock of January 30, 2012 and all B-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch after 3 o’clock of February 2, 2012 (January 30 is the last trading day of B-shares). Presence by proxy is allowed in case presence in person is impossible, subject to the presentation of a Power of Attorney. For the format of the Power of Attorney, please refer to the Annex.
All shareholders have the right to attend this Meeting.
8. Registration of the Meeting
(1) Registration Period: 09:00-11:30 am, 14:00-17:00 pm, February 3, 2012;
08:00-9:00 am, February 6, 2012.
(2) Registration Place: First floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1, Guanggu Avenue, Wuhan, Hubei, China.
(3) Registration Method: The legal representative of a corporate shareholder shall present his ID, valid document evidencing his capacity as legal representative; the proxy of a corporate shareholder shall present his ID, PoA issued by the legal representative and chopped by the company and shareholding certificate.
Individual shareholders shall present their ID cards or other valid documents evidencing their identity, their share account cards; the proxies of individual shareholders shall present their ID cards and PoAs.
The shareholders may as well register by mail or fax.
9. Others
(1) The Meeting is expected to last for a half day. The shareholders present at the Meeting shall pay the accommodation and travelling costs by themselves.
(2) Contacts: Ms. Wang Lu, Mr. Peng Puxin
Tel: 027-87773898
Fax: 027-87773962
Postal Code: 430073
It is herewith announced.
Huaxin Cement Co., Ltd.
Board of Directors
January 14, 2012
