Stock Codes: 600801, 900933 Stock abbreviations: Huaxin Cement, Huaxin B Share Ref: Lin 2012-004
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Thirty Fifth Meeting of the Sixth Board of Directors and Convening the Annual Shareholders¡¯ General Meeting 2011
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 Fifth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as ¡°the Company¡±) was convened on March 20-21, 2012 in Wuhan. In principle, there should be nine Directors attend the Meeting, actually eight Directors attended. Director Mr. Roland Kohler did not attend the Meeting due to the fact that he had other commitments and authorized Director Mr. Ian Thackwray to attend and exercise voting rights on his behalf. All the Supervisors and Senior Management attended the Meeting. The Company sent the Meeting Notification to all the Directors on March 10, 2012 by mail or by fax. The Meeting was in compliance with the provisions contained in relevant laws, rules, 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. Annual Report 2011 of the Company and its abstract
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For full text of Annual Report 2011, please log on the website of Shanghai Stock Exchange (www.sse.com.cn) and website of the Company (www.huaxincem.com).
For the Chinese version of Annual Report 2011 abstract, please refer to China Securities Journal and Shanghai Securities News; for the English version of Annual Report 2011 abstract, please refer to Hong Kong Commercial Daily.
2. Internal Control Assessment Report 2011 of the Company
For the annex of the Internal Control Assessment Report 2011 and Internal Control Audit Report, please log on the website of Shanghai Stock Exchange (www.sse.com.cn).
3. Implementation Rules on Internal Control Standard 2012 of the Company
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
4. Directors¡¯ Report 2011 of the Company
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Chapter 8 of the Annual Report disclosed on the same day.
5. Final Financial Report 2011
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, Please refer to Chapter 11 of the Annual Report disclosed on the same day.
6. Profit Distribution Proposal of the Company 2011
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
The net profit of the Company for 2011 was 559,316,187 Yuan (Parent Company) or 1,075,268,489 Yuan after consolidation. Pursuant to the relevant provisions contained in the Company Law and the Accounting Rule, 10%, i.e. 55,931,618 Yuan will be appropriated to statutory surplus common reserve fund. The allocable profit of the Parent Company is 1,418,697,453 Yuan by the end of December 2011.
The Board proposes that on the basis of the total 935,299,928 shares, a cash dividend of 0.15 Yuan per share (incl. tax) shall be distributed to all shareholders, hence 140,294,989 Yuan shall be distributed, and the whole of the remaining shall be booked as unallocated profit.
The Board also proposes that no capital reserve shall be converted into share capital for 2011.
7. Proposal in Respect of Appointing the Accounting Firm
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Zhong Tian CPAs Limited Company be appointed as both domestic and international auditor of the Company for 2012 and that the Shareholders' General Meeting be requested to empower the Board to decide the payment to it.
8. Proposal in Respect of Appointing the External Auditor for Internal Control
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
The Audit Committee to the Board of Directors proposes that, PricewaterhouseCoopers Zhong Tian CPAs Limited Company continues to be appointed as the auditor of internal control in 2012.
9. Annual Work Report 2011 of Independent Director Mr. Lu Mai
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
10. Annual Work Report 2011 of Independent Director Mr. Xu Yongmo
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
11. Annual Work Report 2011 of Independent Director Mr. Huang Jinhui
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
12. Proposal in Respect of Nominating Mr. Li Yeqing as One of the Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
13. Proposal in Respect of Nominating Mr. Liu Fengshan as One of the Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
14. Proposal in Respect of Nominating Mr. Ian Thackwray as One of the Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
15. Proposal in Respect of Nominating Mr. Roland Kohler as One of the Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
16. Proposal in Respect of Nominating Mr. Paul Thaler as One of the Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
17. Proposal in Respect of Nominating Mr. Xu Yongmo as One of the Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
18. Proposal in Respect of Nominating Mr. Lu Mai as One of the Independent Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
19. Proposal in Respect of Nominating Mr. Huang Jinhui as One of the Independent Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
20. Proposal in Respect of Nominating Mr. Wang Qi as One of the Independent Director Candidates for the Seventh Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
21. Proposal in Respect of Providing Guarantees for Credit Business of Subsidiaries
22. Proposal in Respect of Adjusting Remuneration for Directors and Supervisors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
23. Proposal in Respect of Amending the ¡°Articles of Association¡± of the Company
24. Implementing Rules on the Shareholders¡¯ General Meeting Cumulative Voting System of Huaxin Cement Co., Ltd.
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
25. Proposal in Respect of Amending the ¡°Insider Information Registration System of Huaxin Cement Co., Ltd.¡±
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
For detailed information, please log on the website of Shanghai Stock Exchange (www.sse.com.cn)
26. Special Report on Storage and Utilization of Raised Funds 2011
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
For detailed information, please log on the website of Shanghai Stock Exchange (www.sse.com.cn)
27. Proposal in Respect of Major Related Transaction of Acquisition of Equity Interests of Yidu Fangde and Yiruida in Yichang and Yangxin
(Voting Result: Affirmative 6; Negative: 0; Abstention: 0. Related Directors Mr. Chen Musen, Mr. Li Yeqing and Mr. Ji Changhua abstained from voting)
For detailed information, please refer to the ¡°Announcement on Related Transaction of Huaxin Cement Co., Ltd.¡± (Lin 2012-006)
28. Proposal in Respect of Convening the Annual Shareholders¡¯ General Meeting 2011
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0)
II. Notice regarding Convening the Annual Shareholders¡¯ General Meeting 2011
1. Time of the Meeting: 9:00 a.m., April 20, 2012 (Friday)
2. Share registration date
(1) A-share Registration Date: April 10, 2012
(2) B-share Registration Date: April 13, 2012 (Last trading date is April 10)
3. Place of the Meeting: 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) Directors¡¯ Report 2011 of the Company
(2) Supervisor¡¯s Report 2011 of the Company
(3) Final Financial Report 2011 and Financial Budget Report 2012 of the Company
(4) Profit Distribution Plan 2011 of the Company
(5) Proposal in Respect of Appointing the Accounting Firm
(6) Annual Work Report 2011 of Independent Director Mr. Lu Mai
(7) Annual Work Report 2011 of Independent Director Mr. Xu Yongmo
(8) Annual Work Report 2011 of Independent Director Mr. Huang Jinhui
(9) Proposal in Respect of Electing Mr. Li Yeqing as One of the Directors for the Seventh Board of Directors
(10) Proposal in Respect of Electing Mr. Liu Fengshan as One of the Directors for the Seventh Board of Directors
(11) Proposal in Respect of Electing Mr. Ian Thackwray as One of the Directors for the Seventh Board of Directors
(12) Proposal in Respect of Electing Mr. Roland Kohler as One of the Directors for the Seventh Board of Directors
(13) Proposal in Respect of Electing Mr. Paul Thaler as One of the Directors for the Seventh Board of Directors
(14) Proposal in Respect of Electing Mr. Xu Yongmo as One of the Directors for the Seventh Board of Directors
(15) Proposal in Respect of Electing Mr. Lu Mai as One of the Independent Directors for the Seventh Board of Directors
(16) Proposal in Respect of Electing Mr. Huang Jinhui as One of the Independent Directors for the Seventh Board of Directors
(17) Proposal in Respect of Electing Mr. Wang Qi as One of the Independent Directors for the Seventh Board of Directors
(18) Proposal in Respect of Electing Mr. Zhou Jiaming as One of the Supervisors for the Seventh Board of Supervisors
(19) Proposal in Respect of Electing Ms. Liu Yunxia as One of the Supervisors for the Seventh Board of Supervisors
(20) Proposal in Respect of Electing Mr. Fu Guohua as One of the Supervisors for the Seventh Board of Supervisors
(21) Proposal in Respect of Amending the ¡°Articles of Association¡± of the Company
(22) Implementing Rules on the Shareholders¡¯ General Meeting Cumulative Voting System of Huaxin Cement Co., Ltd.
(23) Proposal in Respect of Providing Guarantees for Credit Business of Subsidiaries
(24) Proposal in Respect of Adjusting Remuneration for Directors and Supervisors
(25) Proposal in Respect of Major Related Transaction of Acquisition of Equity Interests of Yidu Fangde and Yiruida in Yichang and Yangxin
For detailed information of the above proposals, please log on the website of SSE (www.sse.com.cn) one week before the convening time of the Annual Shareholders¡¯ General Meeting.
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 at 3 o¡¯clock of April 10, 2012 and all B-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch at 3 o¡¯clock of April 13, 2012 (April 10 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, April 19, 2012;
08:00-9:00 am, April 20, 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
March 22, 2012
Mr. (Ms.) is now authorized by myself (or our Company) to attend the Annual Shareholders¡¯ General Meeting 2011 of Huaxin Cement Co., Ltd., and exercise voting rights to the following proposals on my (or our Company¡¯s) behalf according to the following indications.
Note: Mark the column by ¡°¡Ì¡±, (if there are proposals not be indicated specifically, the shareholder proxy can exercise voting right with full authority).
