Stock Codes: 600801, 900933 Stock Abbreviations: Huaxin Cement, Huaxin B Share Ref. Lin 2011-012
Huaxin Cement Co., Ltd.
Announcement on Resolutions of
the Twenty Fifth Meeting of the Sixth Board of Directors
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.
The Twenty Fifth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter called “the Company”) was convened on May 10, 2011 in circular resolution. All the 9 Directors reviewed the proposal of this Meeting. The Company sent the Meeting Notification to all the Directors on May 3, 2011 by personal courier service or by fax. The Meeting was in compliance with the provisions contained in relevant laws, rules and regulations and the Articles of Association of the Company, so it was legitimate and valid.
Authorized by the Second Extraordinary Shareholders’ General Meeting 2009 and 2010, Proposal in Respect of the Adjustment of Raised Funds from A-share Private Placement is reviewed and voted item by item, details are as follows:
1. The modification of “Issuing amount and scale of raised funds” in the original A-share private placement plan (voting result: Affirmative: 6; Negative: 0; Abstention: 0. Related Directors Mr. Ian Thackwray, Mr. Roland Kohler and Mr. Paul Thaler abstained from their voting on this Proposal).
2. The modification of ”Usage of raised funds” in the original A-share private placement plan (voting result: Affirmative: 6; Negative: 0; Abstention: 0. Related Directors Mr. Ian Thackwray, Mr. Roland Kohler and Mr. Paul Thaler abstained from their voting on this Proposal).
For detailed information, please refer to Annex I.
It is herewith announced.
Huaxin Cement Co. Ltd.
Board of Directors
May 11, 2011
Annex I:
Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement
Through comprehensive evaluation, to smoothly push forward the A-share private placement, according to the 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 reviewed and adopted by the Second Extraordinary Shareholders’ General Meeting 2009 and Proposal in Respect of Extending the Authorization from Shareholders’ General Meeting to the Board of Directors on Matters Relating to A-Share Private Placement adopted by the Second Extraordinary Shareholders’ General meeting 2010, the Company decided to make the following modifications:
1. According to the actual investment of Waste Heat Power Generation and RMX projects, and investment plan of initial working capital of RMX projects, after comprehensive evaluation, the amount of the raised funds for investment projects is reduced from 1,446 million to 1,334.68 million Yuan.
2. Since the debt which is supposed to be repaid by the raised fund is coming to maturity, the details of the “debt repayment” will be adjusted accordingly.
3. According to the modifications above, the upper limit of the total raised fund is reduced from 1,906 million to 1,794.68 million Yuan.
4. Other details of the proposal for the private placement remain unchanged.
Details of the modification are as follows:
Article 3 in Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009 reviewed and adopted by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting 2009, “Issuing amount and scale of raised funds” in Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement reviewed and adopted by the Fifteenth Meeting of the Sixth Board of Directors and Proposal in Respect of Extending the Valid Period of the Company’s A-share Private Placement and Correspondingly Modifying the Scheme on A-share Private Placement reviewed and adopted by the Second Extraordinary Shareholders’ General Meeting 2010 is revised to:
Issuing amount and scale of raised funds: The amount of the placement is no more than 94.36 million shares and the scale of raised funds is no more than 1,794.68 billion Yuan. The actual amount and scale of raised fund will be decided by the Board of Directors and the sponsor (head underwriter) based on the authorization of the 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;
Article 8 in Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009 reviewed and adopted by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting 2009, “Usage of the raised funds” in Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement reviewed and adopted by the Fifteenth Meeting of the Sixth Board of Directors is revised to:
Usage of the raised funds:
|
NO. |
Project name |
For short |
Total investment
(0000’ Yuan) |
Proceeds planned to be used (0000’ Yuan) |
|
I. Waste Heat Power Generation |
|
1 |
7.5 MW low temperature Waste Heat Power Generation in Xiangfan, Hubei |
Xiangfan WHPG |
5,071.47 |
1,300.00 |
|
2 |
7.5 MW low temperature Waste Heat Power Generation in Xianning, Hubei |
Xianning WHPG |
5,084.06 |
3,000.00 |
|
3 |
7.5 MW low temperature Waste Heat Power Generation in Tibet |
Tibet WHPG |
6,000.00 |
4,801.00 |
|
4 |
9.0 MW low temperature Waste Heat Power Generation in Quxian, Sichuan |
Quxian WHPG |
5,010.00 |
4,206.00 |
|
5 |
7.0 MW low temperature Waste Heat Power Generation in WanYuan, Sichuan |
WanYuan WHPG |
5,197.60 |
5,100.00 |
|
6 |
9.0 MW low temperature Waste Heat Power Generation in Fuling, Chongqing |
Fuling WHPG |
5,858.54 |
5,126.00 |
|
7 |
9.0 MW low temperature Waste Heat Power Generation in Zhuzhou, Hunan |
Zhuzhou WHPG |
6,572.00 |
6,030.00 |
|
8 |
7.5 MW low temperature Waste Heat Power Generation in Zigui, Hubei |
Zigui WHPG |
4,985.30 |
4,606.00 |
|
9 |
9.0 MW low temperature Waste Heat Power Generation in Chenzhou, Hunan |
Chenzhou WHPG |
6,572.00 |
6,082.00 |
|
10 |
4.5 MW low temperature Waste Heat Power Generation in Dongchuan, Yunnan |
Dongchuan WHPG |
3,589.95 |
3,500.00 |
|
11 |
7.5 MW low temperature Waste Heat Power Generation in Daoxian, Hunan |
Daoxian WHPG |
5,620.00 |
5,600.00 |
|
12 |
15.0 MW low temperature Waste Heat Power Generation in Huangshi, Hubei |
Huangshi WHPG |
9,055.81 |
8,934.00 |
|
13 |
10.5 MW low temperature Waste Heat Power Generation in Yichang, Hubei |
Yichang WHPG |
6,352.08 |
5,702.00 |
|
14 |
3.6 MW low temperature Waste Heat Power Generation in Enshi, Hubei |
Enshi WHPG |
2,489.28 |
2,400.00 |
|
15 |
7.5 MW low temperature Waste Heat Power Generation in Zhaotong, Yunnan |
Zhaotong WHPG |
5,615.00 |
5,600.00 |
|
Sub-total |
83,073.09 |
71,987.00 |
|
II. RMX station |
|
1 |
200 k m3 p.a. RMX station in Yangxin, Hubei |
Yangxin RMX |
2,318.00 |
1,561.00 |
|
2 |
200 k m3 p.a. RMX station in Huanggang, Hubei |
Huanggang RMX |
2,318.00 |
1,675.00 |
|
3 |
200 k m3 p.a. RMX station in Daye, Hubei |
Daye RMX |
2,318.00 |
1,536.00 |
|
4 |
200 k m3 p.a. RMX station in Dongchuan, Yunnan |
Dongchuan RMX |
2,198.00 |
1,669.00 |
|
5 |
200 k m3 p.a. RMX station in WanYuan, Sichuan |
WanYuan RMX |
2,000.00 |
1,493.00 |
|
6 |
300 k m3 p.a. RMX station in Fuling, Chongqing |
Fuling RMX |
2,318.00 |
1,815.00 |
|
7 |
200 k m3 p.a. RMX station in Xinyang, Henan |
Xinyang RMX |
2,000.00 |
1,539.00 |
|
8 |
200 k m3 p.a. RMX station in Yichang, Hubei |
Yichang RMX |
2,468.00 |
2,066.00 |
|
9 |
200 k m3 p.a. RMX station in Chibi, Hubei |
Chibi RMX |
2,318.00 |
1,824.00 |
|
10 |
200 k m3 p.a. RMX station in Ezhou, Hubei |
Ezhou RMX |
2,318.00 |
1,826.00 |
|
11 |
200 k m3 p.a. RMX station in Hanchuan, Hubei |
Hanchuan RMX |
2,163.00 |
1,747.00 |
|
12 |
200 k m3 p.a. RMX station in Shishou, Hubei |
Shishou RMX |
2,368.00 |
1,891.00 |
|
13 |
200 k m3 p.a. RMX station in Tianmen, Hubei |
Tianmen RMX |
2,318.00 |
1,826.00 |
|
14 |
200 k m3 p.a. RMX station in Jiangling, Hubei |
Jiangling RMX |
2,318.00 |
1,831.00 |
|
15 |
200 k m3 p.a. RMX station in Zigui, Hubei |
Zigui RMX |
2,318.00 |
1,831.00 |
|
16 |
200 k m3 p.a. RMX station in Xuanen, Hubei |
Xuanen RMX |
2,418.00 |
2,026.00 |
|
17 |
200 k m3 p.a. RMX station in Dawu, Hubei |
Dawu RMX |
2,378.00 |
1,993.00 |
|
18 |
200 k m3 p.a. RMX station in Luoshan, Henan |
Luoshan RMX |
2,318.00 |
1,831.00 |
|
19 |
200 k m3 p.a. RMX station in Daoxian, Hunan |
Daoxian RMX |
2,000.00 |
1,564.00 |
|
20 |
200 k m3 p.a. RMX station in Chenzhou, Hunan |
Chenzhou RMX |
2,000.00 |
1,699.00 |
|
21 |
200 k m3 p.a. RMX station in Hefeng, Hubei |
Hefeng RMX |
2,218.00 |
1,752.00 |
|
22 |
200 k m3 p.a. RMX station in Zhuzhou, Hunan |
Zhuzhou RMX |
2,618.00 |
2,067.00 |
|
23 |
300 k m3 p.a. RMX station in Wuhan Donghu Gaoxin, Hubei |
Donghu RMX |
2,818.00 |
2,225.00 |
|
24 |
200 k m3 p.a. RMX station in Xianning, Hubei |
Xianning RMX |
2,618.00 |
2,068.00 |
|
25 |
200 k m3 p.a. RMX station in Ezhou Gedian, Hubei |
Gedian RMX |
2,818.00 |
2,226.00 |
|
Sub-total |
58,263.00 |
45,581.00 |
|
III. Aggregate project |
|
|
|
|
|
1 |
3 million ton p.a. aggregate line in Yangxin, Hubei |
Yangxin aggregate |
16,588.54 |
15,900.00 |
|
Sub-total |
16,588.54 |
15,900.00 |
|
IV. Debt repayment |
|
1 |
Debt repayment |
Debt repayment |
46,000.00 |
46,000.00 |
|
Sub-total |
46,000.00 |
46,000.00 |
|
Total |
203,924.63 |
179,468.00 |
【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.
4. The funds raised for Waste heat power generation, RMX station and Aggregate projects will be utilized to fund the fixed asset investment as a priority, the rest of the fund raised will be used as the projects’ working capital.
The funds raised for the objects of “debt repayment” include:
|
NO. |
Bank |
Amount（Yuan） |
Expiration Date |
|
1 |
China Merchant Bank Huangshi Branch |
20,000,000 |
2011-9-6 |
|
2 |
Bank of China Bingzhou Branch |
10,000,000 |
2011-8-20 |
|
3 |
20,000,000 |
2011-8-27 |
|
4 |
15,000,000 |
2011-10-20 |
|
5 |
Bank of China Huangshi Branch |
20,000,000 |
2011-7-1 |
|
6 |
15,000,000 |
2011-7-20 |
|
7 |
10,000,000 |
2011-8-20 |
|
8 |
10,000,000 |
2011-8-20 |
|
9 |
15,000,000 |
2011-10-20 |
|
10 |
15,000,000 |
2011-11-20 |
|
11 |
1,0000000 |
2011-11-20 |
|
12 |
5,0000000 |
2012-2-1 |
|
13 |
Bank of China Xianning Branch |
4,5000000 |
2012-1-17 |
|
14 |
2,0000000 |
2012-2-12 |
|
15 |
2,0000000 |
2012-3-29 |
|
16 |
Bank of China Chongqing Fuling Branch |
4,0000000 |
2011-7-20 |
|
17 |
1,0000000 |
2011-8-20 |
|
18 |
1,0000000 |
2011-11-20 |
|
19 |
Bank of China Zhuzhou Branch |
1,5000000 |
2011-7-20 |
|
20 |
5,0000000 |
2011-8-30 |
|
21 |
1,0000000 |
2011-11-20 |
|
22 |
China CITIC Bank Wuhan Branch |
3,0000000 |
2011-9-24 |
|
Total |
46,0000000 |
|
Except the adjustment mentioned above, other parts of Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009 reviewed and adopted by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting 2009, Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement reviewed and adopted by the Fifteenth Meeting of the Sixth Board of Directors and Proposal in Respect of Extending the Valid Period of the Company’s A-share Private Placement and Correspondingly Modifying the Scheme on A-share Private Placement reviewed and adopted by the Second Extraordinary Shareholders’ General Meeting 2010 remain unchanged.
Here we propose the Board of Directors to review this proposal. Related Directors Mr. Ian Thackwray, Mr. Roland Kohler and Mr. Paul Thaler shall abstain from their voting.
May 10, 2011
