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Extraordinary Announcement

Huaxin Cement Co., Ltd.Announcement on Resolutions of the Second Extraordinary S

2010-12-2015408次
Stock Codes: 600801, 900933  Stock Abbreviations: Huaxin Cement, Huaxin B Share  Ref: Lin 2010-026
 
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the
Second 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.
 
Important Notice:
●     No proposal is vetoed or modified at the Meeting.
●     A new proposal was submitted before the Meeting.
Huaxin Group Co., Ltd. (holds 89,120,880 shares, covering 22.08% of the total shares of the Company) submitted the “Application in Respect of Adding an Extraordinary Proposal to the Second Extraordinary Shareholders’ General Meeting 2010 of Huaxin Cement Co., Ltd.” to the Board of the Company on December 3, 2010, applying for submitting the “Proposal in Respect of Replacing the Placement Scheme of Short-term Financing Bonds with Mid-term Notes” (it has been reviewed and adopted by the Nineteenth Meeting of the Sixth Board of Directors; for detailed information, please refer to the “Announcement on Resolutions of the Nineteenth Meeting of the Sixth Board of Directors” of the Company published on November 13, 2010 on China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily) to the Second Extraordinary Shareholders’ General Meeting 2010 of the Company for approval.
 
I. Convening and Attendance of the Meeting
 
(I) Time of the Live Meeting: 9:00 am, December 16, 2010 (Thursday)
Time of on-line Voting: 09:30-11:30 am, 13:00-15:00 pm, December 16, 2010 (Thursday)
Convening place for the live meeting: 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, Guanggu Avenue, Wuhan City, Hubei Province
 
(II)  68 shareholders (including shareholder proxies) attended the Meeting via on-site voting and on-line voting, representing 310,107,114 voting right shares covering 76.84% of the total shares of the Company. Including:  57 A shareholders (including shareholder proxies), holding    184,773,228 voting right shares, covering 45.78% of the total shares of the Company;  39 B shareholders (including shareholder proxies), holding 125,333,886 voting right shares, covering    31.05% of the total shares of the Company.
 
(III) This Meeting was convened by Board of Directors of the Company and presided by Chairman Mr. Chen Musen.  The calling and convening procedure, qualification of attendants, share registration, voting manners and procedures 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.
 
4. Presence of the Directors, Supervisors and Secretary to the Board: the Company has 9 Directors, 3 of them had attended the Meeting, the rest 6 were unable to attend the Meeting due to other commitments; There are 5 supervisors in the Company, 4 of them had attended the Meeting, the rest 1 was unable to attend the Meeting due to other commitment; Secretary to the Board was present at the Meeting.
Other Senior Management had also attended the Meeting.
 
II. Reviewing and voting of the proposals
 
With the manner of on-site voting plus on-line voting, the Meeting reviewed and adopted the following resolutions:
 
(I) Adopted the 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 though special resolution (Voting result: 141,151,504 affirmative voting right shares, covering   94.64% of the total voting right shares, including 109,566,428  affirmative voting right A shares, Abstention: 6,800, Negatives: 0 ; 31,585,076 affirmative voting right B shares, Abstention: 2,000 , Negatives: 7,985,510);
The biggest shareholder of the Company Holchin B.V. abstained from voting on this proposal as related party when reviewing this Proposal.
 
(II) Adopted the Proposal in Respect of Signing the Supplementary Agreement to the Share Subscription Agreement (II) by and between Huaxin Cement Co., Ltd. & Holchin B.V. Subject to Condition Precedent through special resolution (Voting result: 131,821,175 affirmative voting right shares, covering 88.38% of the total voting right shares, including  101,347,199 affirmative voting right A shares, Abstention: 8,226,029 , Negatives: 0; 30,473,976 affirmative voting right B shares, Abstention: 1,113,100, Negatives: 7,985,510);
The biggest shareholder of the Company Holchin B.V. abstained from voting on this proposal as related party when reviewing this Proposal.
 
(III) Adopted the Proposal in Respect of Extending the Valid Period of the Shareholders’ General Meeting to Fully Authorize the Board of Directors of Matters on A-share Private Placement through special resolution (Voting result: 293,007,615 affirmative voting right shares, covering    94.49% of the total voting right shares, including 175,661,639 affirmative voting right A shares, Abstention: 9,111,589, Negatives:0; 117,345,976 affirmative voting right B shares, Abstention: 2,400 , Negatives: 7,985,510);
 
 (IV) Reviewed and adopted the Proposal in Respect of External Guarantees Provided by the Company (Voting result: 288,063,529 affirmative voting right shares, covering 92.89% of the total voting right shares, including 175,611,038 affirmative voting right A shares, Abstention: 9,125,090, Negatives: 37100; 112,452,491 affirmative voting right B shares, Abstention: 8,204,722, Negatives: 4,676,673);
 
(V) Reviewed and adopted the Proposal in Respect of Newly Added External Guarantees Provided by the Company (Voting result: 291,873,114 affirmative voting right shares, covering    94.12% of the total voting right shares, including 175,638,738 affirmative voting right A shares, Abstention: 9,125,090, Negatives:9,400; 116,234,376 affirmative voting right B shares, Abstention: 9,095,010 , Negatives: 4,500);
 
(VI) Reviewed and adopted the Proposal in Respect of Accepting Mr. Paul O'Callaghan to Resign from the Position of Director (Voting result: 300,950,824 affirmative voting right shares, covering 97.05% of the total voting right shares, including 175,623,838 affirmative voting right A shares, Abstention: 9,149,190, Negatives: 200; 125,326,986 affirmative voting right B shares, Abstention: 2,500 , Negatives: 4,400);
 
(VII) Reviewed and adopted the Proposal in Respect of Nominating Mr. Roland Kohler as the Director of the Sixth Board of Directors (Voting result:  300,953,624 affirmative voting right shares, covering 97.05 % of the total voting right shares, including 175,627,138 affirmative voting right A shares, Abstention: 9,146,090, Negatives:0; 125,326,486 affirmative voting right B shares, Abstention: 3,400 , Negatives: 4,000 );
 
(VIII) Reviewed and adopted the Proposal in Respect of Replacing the Placement Scheme of Short-term Financing Bonds with Mid-term Notes (Voting result: 297,655,836 affirmative voting right shares, covering 95.98% of the total voting right shares, including 174,419,238   affirmative voting right A shares, Abstention: 10,353,990, Negatives:0; 123,236,598 affirmative voting right B shares, Abstention: 2,097,288, Negatives:0).
This proposal is a newly added proposal, please refer to the “Important Notice” for details.
 
III. Legal opinions issued by the lawyers
 
1. Name of the Law Firm: Hubei Sunshine Law Firm
 
2. Names of the lawyers: Han Jing, Li Yanlou
 
3. Lawyers’ Letter of Legal Opinions: Please see the attachment.
 
IV. Documents for Inspection:
 
1. Resolutions of the Meeting;
2. Letter of Legal Opinions;
3. The new proposal put forwarded by the shareholder
4. Other documents required by the SSE.
 
Huaxin Cement Co. Ltd.
 
December 17, 2010

Attachment:
Hubei Sunshine Law Firm - Letter of Legal Opinions in Respect of the Second Extraordinary Shareholders’ General Meeting 2010 of Huaxin Cement Co., Ltd.
 
To: Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”)
 
Hubei Sunshine Law Firm (hereinafter referred to as “the Firm”) accepted the appointment by Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”, we were appointed to attend the Second Extraordinary Shareholders’ General Meeting 2010 (hereinafter referred to as “the Meeting”) of the Company, and issued legal opinions for the legitimacy and validity of the calling and convening procedures, qualification of attendants and conveners, voting procedures and voting results of the Meeting.
 
In order to issue the Letter of Legal Opinions, we attended the Meeting, checked up the relevant documents of the Meeting offered by the Company and heard the explanations to the relevant proceedings made by the Board of the Company.  During the process of checking up the relevant documents, the Company ensured us and made commitments that the submitted documents and the explanations were all true, and it had already offered necessary and authentic original paper materials, copies or oral attestation for the Letter of Legal Opinions.  The relevant copies or reprographic copies were as the same as the original documents.

Pursuant to the provisions contained in the Securities Law of the People's Republic of China, Company Law of the People's Republic of China, Rules of Shareholders' General Meeting of Listed Companies, Regulations on Listed Companies’ On-line Voting Procedures for Shareholders’ General Meeting of SSE, and other relevant laws, regulations, criterions, as well as the Articles of Association of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Articles of Association of the Company”), and according to the accepted professional criteria, ethics and diligence spirit of lawyer vocation, we issued our legal opinions as follows:
 
I. In respect of the calling and convening procedures of the Meeting
 
This Meeting was convened by the Board of Directors of the Company, using the mode of on-site meeting combined with on-line voting.  The convening time, location, agenda, qualification of attendants, registration of the Meeting, share registration date, as well as proceedings of authorizing proxies to attend the Meeting and take voting were sufficiently disclosed on China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily and on the appointed website by CSRC 15 days before the Meeting.  The reviewing items of the Meeting and the contents of the relevant proposals have already been listed on the Announcement.
 
On December 3, 2010, the Board of the Company received the “Application in Respect of Adding an Extraordinary Proposal to the Second Extraordinary Shareholders’ General Meeting 2010 of Huaxin Cement Co., Ltd.” from the second largest shareholder of the Company Huaxin Group Ltd. (it holds 89,120,880 shares, covering 22.08% of the total shares of the Company), applying for submitting the Proposal in Respect of Replacing the Placement Scheme of Short-term Financing Bonds with Mid-term Notes (it has been reviewed and adopted by the Nineteenth Meeting of the Sixth Board of Directors and announced thereafter) to the Second Extraordinary Shareholders’ General Meeting 2010 for approval.  The Board agreed to submit the Proposal to the Meeting for approval and has published a supplementary notification of Adding an Extraordinary Proposal to the Second Extraordinary Shareholders’ General Meeting 2010,on China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily and on the appointed website by CSRC, which has announced the content of the extraordinary proposal.  Through reviewing, the above extraordinary proposal is within the scope of functions and powers of the Shareholders’ General Meeting, it has clear topic and specific items, and it is in compliance with the relevant laws, rules, and stipulations contained in the Articles of Association, hence it could be submitted to the Meeting for approval.
 
The Meeting was convened on December 16, 2010 in the meeting room of the Company as announced, the actual convening time, location and content are as announced.
 
Time for on-line voting for the Meeting through the system of SSE is 9:30-11:30 am, 13:00-15:00 pm, December 16, 2010
 
Through validation, the calling and convening procedures of the Meeting were in compliance with the stipulations contained in the relevant laws, administrative regulations and Articles of Association of the Company.
 
II. In respect of the qualification of attendants and conveners
 
This Meeting was called for and convened by the Board of the Company.
 
All together 11 shareholders or shareholder proxies attended the Meeting, representing    288,600,366 shares covering 71.51% of the total shares of the Company, including 164,391,080 voting right shares held by 8 “A” share holders covering 40.73% of the total shares of the Company, and  124,209,286 shares held by 9 “B” share holders covering 30.78% of the total shares of the Company.  After checking up identity certifications, share holding certifications and Power of Attorney offered by the shareholders or shareholder proxies, A Shareholders Name List after 3:00 pm on December 7, 2010 and B Shareholders Name List after 3:00 pm on December 10, 2010 (the last trading date of B share registration was December 7, 2010) offered by CSDCC Shanghai Branch and other relevant certification documents, the lawyers believed that the above persons have qualification to attend the Meeting. 
 
In addition, according to the information provided by the SSE, 57 attended the Meeting trough on-line voting, representing 21,506,748 shares, covering 5.33% of the total shares of the Company.
 
Other attendants are the Directors, Supervisors, Secretary to Board, Senior Management of the Company.
 
Through validation, qualification of the attendants and convener of the Meeting were in compliance with the stipulations contained in the relevant laws, administrative regulations and Articles of Association of the Company, so they were legitimate and valid.
 
III. Voting procedures and voting results of the Meeting
 
Proposals of the on-site Meeting were voted in signed ballets via on-site voting, the scrutinizing procedure was in compliance with the Articles of Association and the voting results were announced on the spot.
 
Related shareholders abandoned the voting rights upon 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 and Proposal in Respect of Signing the Supplementary Agreement to the Share Subscription Agreement (II) by and between Huaxin Cement Co., Ltd. & Holchin B.V. Subject to Condition Precedent.
 
Proposals relating to the Private Placement have been approved by more than 2/3 voting right shares held by the shareholders (shareholder proxies) attended the Meeting.
 
The Company consolidated the voting results from both the on-site voting and on-line voting.
 
Through validation, voting procedures and voting results of the Meeting were in compliance with the stipulations contained in the relevant laws, administrative rules and Articles of Association of the Company.
 
IV. Conclusion
 
Through validation, we believe, the calling and convening procedures were in compliance with the stipulations contained in the relevant laws, administrative rules and Articles of Association of the Company; qualification of attendants and convener were legitimate and valid; and voting procedures and voting results of the Meeting were legitimate and valid.
 
Hubei Sunshine Law Firm
Person in charge: Li Gang
Lawyers: Han Jing /Li Yanlou
December 16, 2010
 
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