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
(2) B-share Registration Date: April 18, 2011 (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 Guanggu Avenue, 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 2010 of the Company;
(For detailed information, please refer to Chapter 8 of the Annual Report disclosed on the same day.)
2) To review the Supervisors’ Report 2010 of the Company;
(For detailed information, Please refer to Chapter 9 of the Annual Report disclosed on the same day.)
3) To review the Final Financial Report 2010 and Financial Budget Report 2011 of the Company;
4) To review the Profit Distribution and Stock Split Proposal 2010 of the Company;
5) To review the Proposal in Respect of Appointing the Accounting Firm and External Auditor for Internal Control;
6) To review the Annual Work Report 2010 of Independent Directors;
7) To review the Report on Utilization of the Funds Raised from Previous Offering.
(For detailed information, please refer to the Announcement (Lin 2011-004) disclosed on March 1st, 2011.)
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 in China Securities Registration & Clearing Co. Ltd SH Branch at 3 o’clock of April 12, 2011 and all B-shareholders registered in China Securities Registration & Clearing Co. Ltd SH Branch at 3 o’clock of April 18, 2011 (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 V
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, 2011;
08:00-9:00 am, April 22, 2011.
(2) Registration Place: First floor of the Business Centre of the Company in Wuhan, Building No.5, International Enterprise Centre, Special No.1, Guanggu Avenue, 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 documents evidencing their identity, their share account cards; the proxies of individual shareholders shall present their ID cards and PoAs.
The shareholders may as well register by mail or fax.
9. Others
(1) Senior Management will communicate with shareholders and investors in 10:00~11:00 during the ASGM.
(2) The Meeting is expected to last for a half day. The shareholders present at the Meeting shall pay the accommodation and travelling costs by themselves.
(3) Contacts: Ms. Wang Lu, Mr. Peng Puxin
Tel: 027-87773898
Fax: 027-87773962
Postal Code: 430073
It is herewith announced.
Huaxin Cement Co., Ltd.
Board of Directors
March 31, 2011
In order to meet the demand of business expansion strategy and organization restructuring, Nominating Committee to the Board of Directors, according to the nomination by CEO Mr. Li Yeqing,
agree to appoint Mr. Frank Liu, Mr. Ian Riley and Mr. Hu Zhenwu to be Vice Presidents of the Company, and the term of office shall be the same with current Senior Management.
agree that Mr. Feng Dongguang to be no longer in the position of Vice President
Encl: Résumé of Mr. Frank Liu, Mr. Ian Riley and Mr. Hu Zhenwu
Mr. Frank Liu
Frank Liu, 48 years old, MBA. Frank Liu graduated from Wuhan University of Technology with a Bachelor Degree in Engineering in 1985, and graduated from Asia Institute of Technology with a MBA degree in May 2001. From Aug 1985 to Feb 1993, he worked in China Building Materials Academy as Assistant Engineer, Engineer, and Deputy Director of Automation; from Feb 1993 to May 2001, he worked in Saraburi Cement Co., Ltd., Chaipinyo Co., Ltd., and Myanmar Asia Cement, as Technical Supervisor, Director of Strategic Development and Business Department, Senior Project Manager, and Production Manager; from May 2010 to Oct 2003, he worked in Cemex as Director of Engineering in Cemex Thailand, Executive Assistant to Asia President in Cemex Asia, Steering Committee member of Culture Change Program; from Oct 2003 to now, he is the Chief Representative in Cemex Beijing Representative Office; from Sep 2009 to now, he was appointed the Country Director of Cemex RMX China and Chairman of the CEMEX Tianjin and CEMEX Qingdao.
Mr. Ian Riley
Mr. Ian Riley, 53 years old, British, Engineering Master from Cambridge University, England. From December 1998 to May 2000, he was appointed Managing Director in Tenbridge Ltd. (Shanghai), mainly responsible for project planning and business strategy. From May 2000 to February 2003, he was appointed as CEO of Asialink Technologies (Shanghai). From April 2003-September 2006, he was appointed as General Manager Consulting in SIP (Shanghai), mainly responsible for a range of foreign investment projects in various industries. From September 2006 to June 2008, he was appointed CIO of Huaxin Cement, responsible for implementing SAP ERP and related projects. From July 2008 to Jan 2011, he was appointed AVP in Huaxin Cement, responsible for Holcim activities in China and a member of the Huaxin executive team responsible for manufacturing business and CSR.
Mr. Hu Zhenwu, 43 years old, Master and Senior Engineer. Mr. Hu Zhenwu majored in silicate engineering in Wuhan Building Material Institute (now renamed as Wuhan University of Technology), where he obtained a Bachelor Degree in Engineering in 1991; and later Master Degree in Materials Engineering from Wuhan University of Technology in 2002. Mr. Hu Zhenwu joined Huaxin Cement Plant (former name of the Company) in 1991, taking the positions of Assistant Processing Engineer, Processing Engineer, Head of Technical Department in Engineering Department, and head of Engineering Department, Deputy Director of Technical Center; he was appointed as assistant to the CEO in Sep 2006.
As some Directors of the Company have been changed, correspondingly, members of Special Committees to the Sixth Board of Directors, namely Strategic Committee, Auditing Committee, Nominating Committee and Remuneration & Assessment Committee, are appointed as follows:
1. Strategic Committee: Mr. Chen Musen, Mr. Ian Thackwray, Mr. Li Yeqing, Mr. Roland Kohler, Mr. Paul Thaler, Mr. Ji Changhua, Mr. Lu Mai, Mr. Xu Yongmo, Mr. Huang Jinhui
Convener: Mr. Ian Thackwray, Mr. Li Yeqing
2. Auditing Committee: Mr. Huang Jinhui, Mr. Lu Mai, Mr. Xu Yongmo, Mr. Ian Thackwray, Mr. Ji Changhua
Convener: Mr. Huang Jinhui
3. Nominating Committee: Mr. Lu Mai, Mr. Xu Yongmo, Mr. Huang Jinhui, Mr. Ian Thackwray, Mr. Li Yeqing
Convener: Mr. Lu Mai
4. Remuneration and Assessment Committee: Mr. Xu Yongmo, Mr. Lu Mai, Mr. Huang Jinhui, Mr. Roland Kohler, Mr. Chen Musen
Convener: Mr. Xu Yongmo
