Stock Codes: 600801, 900933 Stock abbreviations: Huaxin Cement, Huaxin B Share Ref.: 2010-015
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the Fifteenth 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 Fifteenth Meeting of the Sixth Board of Directors of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was convened on July 30, 2010 in circular resolution. All the 9 Directors have reviewed the proposals of this Meeting. The Company has sent the Meeting Notification to all the directors on July 23, 2010 by personal courier service or by fax. 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 resolutions:
1. Adopted the Proposal in Respect of Modifying the Amount of Using the Proceeds from Current A-share Private Placement item by item (a. Adjustment on Article 3 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009>, Voting Result: Affirmative 6; Negative: 0; Abstention: 0; b. Adjustment on Article 8 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement 2009>, Voting Result: Affirmative 6; Negative: 0. Related Directors Mr. Ian Thackwray, Mr. Paul O'Callaghan and Mr. Paul Thaler abstained from voting on this proposal). For detailed proposal, please refer to Annex I.
2. Adopted the Proposal in Respect of Modifying the Feasibility Study of Proposed Investment Projects of Funds Raised from A-share Private Placement (Voting Result: Affirmative 6; Negative: 0; Related Directors Mr. Ian Thackwray, Mr. Paul O'Callaghan and Mr. Paul Thaler abstained from voting on this proposal).
For detailed information, please refer to the “Proposal in Respect of Modifying the Feasibility Study of Proposed Investment Projects of Funds Raised from A-share Private Placement” published on the website of SSE (
www.sse.com.cn) at the same day.
It is herewith announced.
Huaxin Cement Co., Ltd.
Board of Directors
July 31, 2010
Annex 1:
Proposal in Respect of Modifying the Amount of Using the Proceeds
from Current A-share Private Placement
That the adjusted proposal of current A-share private placement for 2009 has been reviewed and passed by the eighth meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting for 2009. Based on the < Proposal in Respect of Requesting the Shareholders’ General Meeting to Fully Authorize the Board of Directors in Respect of Matters on A-share Private Placement> passed by the Second Extraordinary Shareholders’ General Meeting for 2009 and <The Notice of the Adjustment for The Lowest Issuing Price And Issuing Amount of The Private Placement > released on 24th July 2010, in order to proceed the application of private placement, the company decided to make some adjustments, due to the change of current regulatory policy on the financing.
1. In the use of raised fund investment, the amount of supplementing working capital is reduced from 400 Million Yuan to 0 Yuan.
2. In the use of raised fund investment, the amount of debt repayment is reduced from 600 Million Yuan to 460 Million Yuan. In view of the original funds raised to repay back the short-term financing bonds was paid off on July 7th , 2010, therefore, the adjusted "debt repayment" details will be adjusted accordingly;
3. Based on the adjustment above, the total amount of raised fund will be reduced accordingly, from no more than 2.5 Billion Yuan to no more than 1.906 Billion Yuan.
After the adjustments, they are as follows:
Article 3 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement for 2009> is revised to:
Issuing amount and scale of raised funds: The amount of the placement is no more than 136.3 Million and the scale of raised funds is no more than 1,906 Million Yuan. The actual amount and scale of raised fund will be decided by the Board of Directors and the sponsor (head underwriter) based on the authorization of the Shareholders’ General Meeting. If the Company’s shares have dividend payments, bonus shares, capitalization of public reserves and other ex-dividend issues during the period between the announcement of Board of Directors’ resolution and the offering date, the number of shares will be adjusted accordingly;
Article 8 in <Proposal in Respect of Modifying the Scheme on the Company’s A-share Private Placement for 2009> is revised to
Usage of the raised funds:
|
NO. |
Project name |
For short |
Total investment
(10,000 yuan) |
Proceeds planned to be used (10,000yuan) |
|
I. Waste heat power generation |
|
1 |
7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Xiangfan, Hubei |
Xiangfan power |
5,071.47 |
1,300.00 |
|
2 |
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