Announcement on Resolutions of the Twenty Fifth Meeting of the Sixth Board of Di
2011-05-1022583次
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 20
