Stock Codes: A Share 600801 B Share 900933 Ref: Lin 2009-011
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Fourth 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 Fourth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on July 23, 2009. In principle, there should be nine directors attended the Meeting, actually six attended. Director Mr. Tom Clough and Mr. Paul O'Callaghan did not attend this Board Meeting due to other commitments and authorized Director Mr. Paul Thaler to attend and exercise voting rights on their behalves. Independent Director Mr. Xu Yongmo did not attend this Board Meeting due to other commitments and authorized Independent Director Mr. Huang Jinhui to attend and exercise voting rights on his behalf. All the supervisors and senior management also attended the meeting. The Company sent the Meeting Notification by personal service or by fax to all the directors on July 13, 2009. 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.
Through reviewing and voting, this Board Meeting adopted the following important resolutions:
(I) Half Year report 2009 of the Company and its Abstract (Voting Result: Affirmative: 9; Negative: 0; Abstention: 0);
For detail information, please see the Half Year report 2009 of the Company and its Abstract published on China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily today.
(II) Proposal in respect of Acquisition of Hubei Jinglan Cement Co. Ltd (Voting Result: Affirmative: 9; Negative: 0; Abstention: 0).
The headquarter of Jinglan is in Jingshan Jinmen, the group has three subsidiaries, namely: Yongxing, Jinglan, and Yunmeng. The current cement capacity of the acquisition targets is 4 million tons, with a clinker capacity of 2.6 million tons; waste heat recovery generates around 16.5 megawatt. It is the biggest cement company in central Hubei.
Jinglan agreed to transfer to Huaxin all assets of its three companies (including three production lines, grinding station of Jinglan and items such as engineering projects, lan, quarry, etc. Floating assets are not included.) and a 65% mining right of Jinglan Qinglongshan Mining Development Co., Ltd, thus forming a joint venture company with a price of asset transfer at RMB 1.05 billion. The total registered capital is RMB 380-400 million.
In order to enhance the market control of northern Hubei and Jianghan Plain, improve the market structure, the Company plans to subscribe 60% of share holding of the new joint venture company established by Hubei Jinglan Cement Co., Ltd at the price of RMB 682.5 million.
Due diligence to follow: finance audit, assets assessment, and legal investigation after being approved by the Board Meeting. The Company will disclose the progress of this acquisition in time according to the disclosure regulations.
It is herewith announced.
Huaxin Cement Co., Ltd.
Board of Directors
July 25, 2009
