Stock Codes: 600801, 900933 Stock Abbreviations: Huaxin Cement, Huaxin B Share Ref: Lin 2010-009
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Thirteenth Meeting of the Sixth Board of Directors and Convening the First Extraordinary Shareholders’ General Meeting 2010
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 Thirteenth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter called “the Company”) was convened on June 7, 2010 in circular resolution. All the 9 directors have reviewed the proposals of this Meeting. The Company has sent the Meeting Notification to all the directors on May 31, 2010 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.
I. Through reviewing and voting, this Board Meeting adopted the following important resolutions:
1. Proposal in Respect of Providing Guarantees for Bank Loans of Subsidiaries (voting result: Affirmative 9; Negative none; Abstention none).
2. Proposal in Respect of Convening the First Extraordinary Shareholders’ General Meeting 2010 (voting result: Affirmative 9; Negative none; Abstention none).
II. Notice regarding Convening the First Extraordinary Shareholders’ General Meeting 2010
1. Time of the Meeting: 9:00 am, June 23, 2010 (Wednesday)
2. Share registration date
(1) A share registration date: June 11, 2010
(2) B share registration date: June 21, 2010 (the last trading date is June 11)
3. Place of the Meeting: Meeting Room No.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, China
4. Convenor of the Meeting: Board of Directors of the Company
5. Manner of the Voting: on-site voting.
6. Proposal of the Meeting:
To review the Proposal in Respect of Providing Guarantees for Bank Loans of Subsidiaries.
Please refer to the Annex 1 for detailed 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 with China Securities Registration & Clearing Co. Ltd SH Branch at 3 o’clock on June 11, 2010, and all B-shareholders registered with China Securities Registration & Clearing Co. Ltd SH Branch at 3 o’clock on June 21, 2010 (June 11 being 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. The expected format of the Power of Attorney is enclosed as Annex II.
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, June 22, 2010;
08:00-9:00 am, June 23, 2010.
(2) Registration Place: Securities Office, Quarter D on the 5th 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, 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 meting 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
June 8, 2010
Annex 1:
Proposal in Respect of Providing Guarantees for Bank Loans of Subsidiaries
1. The Company proposes to provide joint liability guarantee for a RMB 50 million loan balance contained in “RMB Loan Contract” (Huang Zhong Yin Dai Zi [2008] No.025) signed by and between Huaxin Cement (Xinyang) Ltd. and Bank of China Huangshi Branch, the guarantee period shall cover 2 years starting from the expiry day of the settling term for the main creditor’s rights.
The Company proposes to provide joint liability guarantee for a loan with principal of no more than RMB 110 million contained in “RMB Loan Contract” (Huang Zhong Yin Dai Zi [2008] No.026) signed by and between Huaxin Cement (Xinyang) Ltd. and Bank of China Huangshi Branch, the guarantee period shall cover 2 years starting from the expiry day of the settling term for the main creditor’s rights.
2. The Company proposes to provide joint liability guarantee for a loan with principal of no more than RMB 62.4 million contained in “RMB Loan Contract” (Jie Zi [2008] No.001) signed by and between Huaxin Cement (Chibi) Ltd. and Bank of China Xianning Branch, the guarantee period shall cover 2 years starting from the expiry day of the settling term for the creditor’s rights.
3. The Company proposes to provide mortgage guarantee by its land use right with the value of RMB 65.1835 million for a loan with principal of no more than RMB 180 million contained in the Debt Acceptance Agreement (Zhai Cheng Zi [2007] No.001) signed among the Company, Bank of China Wuxue Branch and Huaxin Cement (Wuxue) Ltd., such mortgage guarantee shall be released since the settling date for the corresponding main creditor’s rights.
Total external guarantee amount involved in this Proposal is RMB 287.5835 million. Should such proposal be approved, total external guarantee amount of the Company shall reach RMB 3,086.0635 million and USD 15 million (calculated as per the data on May 26, 2010), including the guarantees for the subsidiaries with total amount of RMB 3,068.0635 million and USD 15 million.
Total amount of external guarantees has already exceeded 50% of the recent audited net assets value of the Company. Therefore, guarantees involved in this Proposal should be approved by the Shareholders’ General Meeting after the approval by the Board.
Annex 2:
Huaxin Cement Co., Ltd.
The First Extraordinary Shareholders’ General Meeting 2010
Power of Attorney
Mr. (Mdm.) is now authorized by myself (or our Company) to attend the First Extraordinary Shareholders’ General Meeting 2010 of Huaxin Cement Co., Ltd., and exercise voting rights to the following proposal on my (or our Company’s) behalf according to the following indications.
|
No. |
Proposal |
Voting |
|
Affirmative |
Negative |
Abstention |
|
1 |
Proposal in Respect of Providing Guarantees for Bank Loans of Subsidiaries |
|
|
|
Note: mark the column by “√”, (if there are proposals not be indicated specifically, the shareholder proxy can exercise voting right with full authority).
Signing of Consigner (common seal):
ID number or number of the business license:
Account of shareholder:
Type and number of shares:
Signing of proxy:
ID number:
Date of authorization:
Limit of authorization: from the authorization day to the meeting terminatio
