Stock Codes: 600801, 900933 Stock abbreviations: Huaxin Cement, Huaxin B Share Ref: Lin 2011-007
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Twenty Third Meeting of the Sixth Board of Directors and Convening 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.
The Twenty Third Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on March 28~29, 2011 in Wuhan. In principle, there should be nine Directors attend the Meeting, actually nine attended. The Company sent the Meeting Notification to all the Directors on March 18, 2011, 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 2010 of the Company and its abstract
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
(II) Directors’ Report 2010 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 2010
(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 and Stock Split Proposal 2010 of the Company
(Voting Result: Affirmative 9; Negative: 0; Abstention: 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 Rules, 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 above proposal shall be approved by the Shareholders’ General Meeting. The Board also proposed the Shareholders’ General Meeting to empower 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.
(V) Proposal in Respect of Appointing the Accounting Firm and External Auditor for Internal Control
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
As recommended by the Management of the Company, the Audit Committee to the Board of Directors proposes:
1. PricewaterhouseCoopers Zhong Tian CPAs Limited Company is appointed as the auditor of the Company for 2011. It also requests the Shareholders' General Meeting to empower the Board to decide its remuneration;
2. PricewaterhouseCoopers Zhong Tian CPAs Limited Company is appointed as the External Auditor for Internal Control in 2011.
(VI) Annual Work Report 2010 of Independent Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
(VII) Proposal in Respect of Changing Some of Vice Presidents
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Annex I.
(VIII) Proposal in Respect of Changing Some Members of Special Committees to the Sixth Board of Directors
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Annex II.
(IX) Working Plan on Internal Control Implementation
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Annex III.
(X) Proposal in Respect of Empowering the Management of the Company to Purchase Financial Products of Banks
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0);
For detailed information, please refer to Annex IV.
(XI) Proposal in Respect of Convening the Annual Shareholders’ General Meeting 2010
(Voting Result: Affirmative 9; Negative: 0; Abstention: 0).
II. Notice regarding Convening the Annual Shareholders’ General Meeting 2010
1. Time of the Meeting: 9:00 am, April 22, 2011 (Friday)
2. Share registration date
(1) A-share Registration Date: April 12, 2011
