Stock Codes: 600801, 900933 Stock abbreviations: Huaxin Cement, Huaxin B Share Ref: Lin 2010-003
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Eleventh Meeting of the Sixth Board of Directors
and Convening the Annual Shareholders’ General Meeting 2009
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 Eleventh Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on March 29, 2010 in Wuhan City, Hubei Province. In principle, there should be nine directors attend the Meeting, actually nine attended. The Company has sent the Meeting Notification to all the directors on March 19, 2010, by personal service 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:
(I) Annual Report 2009 of the Company and its abstract
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
(II) Directors’ Report 2009 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.
(III) Final Financial Report 2009
(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.
(IV) Profit Distribution Proposal of the Company 2009
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0).
The net profit of the Company for 2009 was 441,411,984 yuan (parent company) or 500,507,612 yuan after consolidation. Pursuant to the relevant provisions contained in the new Company Law and the new Accounting Rule, 10%, i.e. 44,141,198 yuan will be appropriated to statutory surplus common reserve fund. The allocable profit of the parent company is 754,563,996 yuan by the end of December 2009.
The Board proposes that on the basis of the total 403.6 million shares, a cash dividend of 0.2 yuan per share (incl. tax) shall be distributed to all shareholders, hence 80,720,000 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 2009.
.
(V) Proposal in Respect of Reappointing the Accounting Firm and Empowering the Board of Directors to Decide its Remuneration
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
As recommended by the Management of the Company, 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 2010 and that the Shareholders' General Meeting be requested to empower the Board to decide the payment to it.
(VI) Annual Work Report 2009 of Independent Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
(VII) Proposal in Respect of Placement of Mid-term Notes and Renewal of Short-term Financing Bonds
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Annex I.
(VIII) Proposal in Respect of Providing Guarantees for Project Loans and Comprehensive Credit Business of Subsidiaries
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Annex II.
(IX) Proposal in Respect of Accepting Mr. Tom Clough to Resign from the Position of Director
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
(X) Proposal in Respect of Nominating Mr. Ian Thackwray as the Director of the Sixth Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
Mr. Tom Clough has expressed to the Chairman of the Board his request to resign from the position of Director of the Company; at the same time, shareholder Holchin B.V. recommends Mr. Ian Thackwray to be a new director of the Company.
After studying, the Nominating Committee of the Board of Directors proposes that Mr. Ian Thackwray become a new Director of the Company, and the term of office shall be the same with current Board of Director.
Encl: Résumé of Mr. Ian Thackwray
Ian Thackwray, 52 years old, British. Ian Thackwray holds an MA (Hons) in Chemistry from Oxford University and is also a chartered accountant. After his studies, he joined Price Waterhouse and handled major corporate accounts in Europe. In 1985, he started a career with Dow Corning Corporation, serving in various management roles in Europe, North America and particularly in Asia. From 2004 to 2006, he served as Dow Corning's Asian/Pacific President based out of Shanghai. Since September 2006, he has been CEO of Holcim Philippines. In 2009, the Board of Directors of Holcim Ltd has appointed him a member of the Executive Committee. He has joined the Executive Committee at the beginning of 2010.
(XI) Report on Utilization of the Funds Raised from Previous Offering
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Annex III.
(XII) Proposal in Respect of Convening the Annual Shareholders’ General Meeting 2009
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
II. Notice regarding Convening the Annual Shareholders’ General Meeting 2009
1. Time of the Meeting: 9:00 am, April 22, 2010 (Wednesday)
2. Share registration date
(1) A-share Registration Date: April 12, 2010
(2) B-share Registration Date: April 16, 2010 (Last trading date is April 12)
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 Voting: on-site voting
6. Proposals of the Meeting:
(1) To review the Directors’ Report 2009 of the Company;
(2) To review the Supervisors’ Report 2009 of the Company;
(3) To review the Final Financial Report 2009 and the Financial Budget 2010;
(4) To review the Profit Distribution Proposal 2009 of the Company;
(5) To review the Proposal in Respect of Reappointing the Accounting Firm and Empowering the Board of Directors to Decide Its Remuneration;
(6) To review the Annual Work Report 2009 of Independent Directors;
(7) To review the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds;
(8) To review the Proposal in Respect of Providing Guarantees for Project Loans and Comprehensive Credit Business of Subsidiaries;
(9) To review the Proposal in Respect of Accepting Mr. Tom Clough to Resign from the Position of Director;
(10) To review the Proposal in Respect of Nominating Mr. Ian Thackwray as the Director of the Sixth Board of Directors;
(11) To review the Proposal on Adjusting Allowances for Directors and Supervisors of the Company;
(For detailed information, please refer to the Announcement on Resolutions of the Huaxin Cement Co., Ltd. Tenth Meeting of the Sixth Board of Directors disclosed on March 25.)
(12) To review the Report on Utilization of the Funds Raised from Previous Offering;
For detailed information of the above proposals, please refer to the website of SSE --
www.sse.com.cn one week before 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 with China Securities Registration & Clearing Co. Ltd SH Branch at 3 o’clock of April 12, 2010 and all B-shareholders registered with China Securities Registration & Clearing Co. Ltd SH Branch at 3 o’clock of April 16, 2010 (April 12 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. For the format of the Power of Attorney, please refer to Annex IV.
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 21, 2010;
08:00-9:00 am, April 22, 2010.
(2) Registration Place: First floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1, Guanshan Road 2, 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 document
