Stock Codes: A Share 600801 B Share 900933 Ref: Lin 2009-016
Huaxin Cement Co., Ltd.
Announcement on Listing of Shares Subject to Conditional Sales
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.
Important Notice:
● The listing amount of the shares subject to conditional sales this time is 7,925,065 shares.
● Listing date for the shares subject to conditional sales is December 29, 2009.
I. Relevant information about the Share Partition Reform Plan
1. Share Partition Reform Plan of Huaxin Cement Co., Ltd. (hereinafter referred to as “the Company”) was reviewed and adopted by the relevant Shareholders’ General Meeting on December 16, 2005 and the share registration date was December 27, 2005; then the former listed shares were tradable again after the Plan being implemented on December 29, 2005.
2. There was no scheme to add more price on the shares in the Share Partition Reform Plan.
II. Relevant commitments in respect of listing of the shares subject to conditional sales in the Share Partition Reform Plan
Shareholders holding the listed shares subject to conditional sales of the Company all committed that none of the shares shall be listed, traded or transferred 12 months after the Share Partition Reform Plan is successfully implemented.
Apart from the legal commitments, the former biggest shareholder Huaxin Group Co., Ltd. (hereinafter referred to as “Huaxin Group”) additionally committed the following:
(1) None of the state shares held on behalf of the state and the domestic legal person shares shall be listed, traded or sold in the SSE during the period from the thirteenth month to the thirty sixth month after the Share Partition Reform Plan is successfully implemented.
(2) The number of the state shares held on behalf of the state that would be listed, traded or sold in the SSE from the thirty seventh month to the forty eighth month shall not exceed 5% (equivalent to 1.21% of the current total shares of the Company) of the state shares that Huaxin Group Co., Ltd. holds after the Share Partition Reform, and the transaction price shall not be lower than 9 yuan/share (subject to conversions in case of dividends distribution, bonus issue, capital reserve conversion during the period from the implementing date of Share Partition Reform to sales of the shares by Huaxin Group, if any).
(3) The number of the state shares held on behalf of the state that would be listed, traded or sold in the SSE from the forty ninth month to the sixtieth month shall not exceed 10% (equivalent to 2.41% of the current total shares of the Company) of the state shares that Huaxin Group Co., Ltd. holds after the Share Partition Reform, and the transaction price shall not be lower than 9 yuan/share (subject to conversions in case of dividends distribution, bonus issue, capital reserve conversion during the period from the implementing date of Share Partition Reform to sales of the shares by Huaxin Group, if any).
(4) For each 1% of the total shares of Huaxin Cement that are held on behalf of the state and sold through the listing system of the SSE, an announcement will be made within 2 working days after such transaction, during which 2 days the transactions do not have to be suspended.
III. Changes on share structure and on shareholders’ holding amount from implementation of Share Partition Reform till now.
1. Listing amount of the shares subject to conditional sales is calculated based on the total shares before issuing the new shares.
2. On February 18, 2008, the Company published “Issuance Report and Announcement on Equity Changes Regarding Private Placement of RMB Ordinary Shares (A Share) of Huaxin Cement Co., Ltd. to the Foreign Strategic Investor”, the Company made the private placement of 75.2 million shares (subject to conditional sales) to its shareholder Holchin B.V., then total shares of the Company was increased from the original 328.4 million shares before the placement to 403.6 million shares.
After the Company issuing the new shares, changes on holding of the shares subject to conditional sales:
|
No. |
Shareholder |
Holding amount (share) |
Proportion in the total shares of the Company (%) |
|
Before issuing |
After issuing |
Before issuing |
After issuing |
|
1 |
Holchin B.V. |
|
|
