Stock Codes: 600801, 900933 Stock Abbreviations: Huaxin Cement, Huaxin B Share Ref. Lin 2011-011
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the
Annual 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.
I. Important Notice:
No proposal is added, vetoed or changed during the convening time of the Meeting.
II. Convening of the Meeting
1. Convening time: 9:00 am on April 22, 2011
2. Convening place: Meeting Room 1 on the first floor of the Business Centre of the Company, Building No.5, International Enterprise Centre, Special No.1, G, Guanggu Avenue, Wuhan City, Hubei Province
3. Convening way: on-site voting
4. Convener: Board of Directors of the Company
5. Presider: Chairman Mr. Chen Musen
6. The calling and convening procedure, qualification of attendants, share registration and voting procedure 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.
III. Attendance of the Meeting
13 shareholders or shareholder proxies attended the Meeting, representing 297,569,789 voting right shares covering 73.73% of the total shares of the Company. Including 168,891,786 voting right shares held by ¡°A¡± share holders covering 41.85% of the total shares of the Company, and 128,678,003 voting right shares held by ¡°B¡± share holders covering 31.88% of the total shares of the Company.
IV. Reviewing and voting of the proposals
1. Reviewed and adopted the Directors¡¯ Report 2010 of the Company (Voting result: 297,449,325 affirmative voting right shares, covering 99.96% of the total voting right shares, including 168,891,786 affirmative voting right A shares, Abstention:0, Negatives:0; 128,557,539 affirmative voting right B shares, Abstention: 120,464, Negatives: 0);
2. Reviewed and adopted the Supervisors¡¯ Report 2010 of the Company (Voting result: 297,449,325 affirmative voting right shares, covering 99.96% of the total voting right shares, including 168,891,786 affirmative voting right A shares, Abstention:0, Negatives:0; 128,557,539 affirmative voting right B shares, Abstention: 120,464, Negatives: 0);
3. Reviewed and adopted the Final Financial Report 2010 and Financial Budget Report 2011 of the Company (Voting result: 297,449,325 affirmative voting right shares, covering 99.96% of the total voting right shares, including 168,891,786 affirmative voting right A shares, Abstention:0, Negatives:0; 128,557,539 affirmative voting right B shares, Abstention: 120,464, Negatives: 0);
4. Reviewed and adopted the Profit Distribution and Stock Split Proposal 2010 of the Company through special resolution (Voting result: 297,569,789 affirmative voting right shares, covering 100% of the total voting right shares, including 168,891,786 affirmative voting right A shares, Abstention:0, Negatives:0; 128,678,003 affirmative voting right B shares, Abstention: 0, Negatives: 0);
The net profit of the Company for 2010 was 359,596,769 Yuan (Parent Company) or 572,579,103 Yuan after consolidation. Pursuant to the relevant provisions contained in the Company Law and the Accounting Rule, 10%, i.e. 35,959,677 Yuan will be appropriated to statutory surplus common reserve fund. The allocable profit of the Parent Company is 996,650,634 Yuan by the end of December 2010.
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 on the basis of the total 403.6 million shares, capitalizing of common reserves will be 10 shares upon each 10 shares to the whole shareholders, totally 403.6 million Yuan capital reserve shall be converted into share capital for 2010. After the stock split, capital reserve of the Company shall reduce from the current 2,257,284,997 Yuan to 1,853,684,997 Yuan; share capital of the Company shall be increased from the current 403.6 million shares to 807.2 million shares.
The Shareholders¡¯ General Meeting also empowers the Board to handle all the relevant matters relating the implementation of profit distribution plan 2010, including but not be confined as increasing registered capital, modifying specific clauses of Articles of Association and changing the registration at the Industrial and Commercial Bureau.
5. Reviewed and adopted the Proposal in Respect of Appointing the Accounting Firm and External Auditor for Internal Control (Voting result: 297,449,325 affirmative voting right shares, covering 99.96% of the total voting right shares, including 168,891,786 affirmative voting right A shares, Abstention:0, Negatives:0; 128,557,539 affirmative voting right B shares, Abstention: 120,464, Negatives: 0);
6. Reviewed and adopted the Annual Work Report 2010 of Independent Directors (Voting result: 297,449,325 affirmative voting right shares, covering 99.96% of the total voting right shares, including 168,891,786 affirmative voting right A shares, Abstention:0, Negatives:0; 128,557,539 affirmative voting right B shares, Abstention: 120,464, Negatives: 0);
7. Reviewed and adopted the Report on Utilization of the Funds Raised from Previous Offering (Voting result: 297,449,325 affirmative voting right shares, covering 99.96% of the total voting right shares, including 168,891,786 affirmative voting right A shares, Abstention:0, Negatives:0; 128,557,539 affirmative voting right B shares, Abstention: 120,464, Negatives: 0).
V. Legal opinions issued by the lawyers
1. Name of the Law Firm: Hubei Sunshine Law Firm
2. Names of the lawyers: Peng Bo, Han Jing
3. Conclusion of the opinions: the calling and convening 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; qualification of attendants, voting procedure and the voting results of the Meeting were legitimate and valid.
It is herewith announced.
Documents for Inspection:
1. Resolutions of the Meeting;
2. Letter of Legal Opinions;
3. Other documents required by the SSE.
Huaxin Cement Co. Ltd.
Board of Directors
April 23, 2011
