Stock Codes: 600801, 900933 Stock Abbreviations: Huaxin Cement, Huaxin B Share Ref. Lin 2012-009
Huaxin Cement Co., Ltd.
Announcement on Resolutions of the
Annual Shareholders’ General Meeting 2011
To the best of our knowledge, the Board of Directors of the Company and its members confirm that there is no material 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 content.
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 20, 2012
2. Convening place: Meeting Room 4 on the first floor of the Business Centre of the Company, Building No.5, International Enterprise Centre, Special No.1, 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
12 shareholders or shareholder proxies attended the Meeting, representing 502,629,805 voting right shares covering 53.73% of the total shares of the Company. Including 296,548,310 voting right shares held by “A” share holders covering 31.70% of the total shares of the Company, and 206,081,495 voting right shares held by “B” share holders covering 22.03% of the total shares of the Company.
IV. Reviewing and voting of the proposals
1. Reviewed and adopted the Directors’ Report 2011 of the Company (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
2. Reviewed and adopted the Supervisors’ Report 2011 of the Company (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
3. Reviewed and adopted the Final Financial Report 2011 and Financial Budget Report 2012 of the Company (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
4. Reviewed and adopted the Profit Distribution Proposal 2011 of the Company (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
5. Reviewed and adopted the Proposal in Respect of Appointing the Accounting Firm (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
6. Reviewed and adopted the Annual Work Report 2011 of Independent Director Mr. Lu Mai (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
7. Reviewed and adopted the Annual Work Report 2011 of Independent Director Mr. Xu Yongmo (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
8. Reviewed and adopted the Annual Work Report 2011 of Independent Director Mr. Huang Jinhui (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
9. Reviewed and adopted the Proposal in Respect of Electing Mr. Li Yeqing as One of the Directors for the Seventh Board of Directors (Voting result: 502,593,605 affirmative voting right shares, covering 99.99% of the total voting right shares, including 296,512,110 affirmative voting right A shares, Abstention:0, Negatives: 36,200; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
10. Reviewed and adopted the Proposal in Respect of Electing Mr. Liu Fengshan as One of the Directors for the Seventh Board of Directors (Voting result: 502,593,605 affirmative voting right shares, covering 99.99% of the total voting right shares, including 296,512,110 affirmative voting right A shares, Abstention:0, Negatives: 36,200; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
11. Reviewed and adopted the Proposal in Respect of Electing Mr. Ian Thackwray as One of the Directors for the Seventh Board of Directors (Voting result: 502,593,605 affirmative voting right shares, covering 99.99% of the total voting right shares, including 296,512,110 affirmative voting right A shares, Abstention:0, Negatives: 36,200; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
12. Reviewed and adopted the Proposal in Respect of Electing Mr. Roland Kohler as One of the Directors for the Seventh Board of Directors (Voting result: 502,593,605 affirmative voting right shares, covering 99.99% of the total voting right shares, including 296,512,110 affirmative voting right A shares, Abstention:0, Negatives: 36,200; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
13. Reviewed and adopted the Proposal in Respect of Electing Mr. Paul Thaler as One of the Directors for the Seventh Board of Directors (Voting result: 502,593,605 affirmative voting right shares, covering 99.99% of the total voting right shares, including 296,512,110 affirmative voting right A shares, Abstention:0, Negatives: 36,200; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
14. Reviewed and adopted the Proposal in Respect of Electing Mr. Xu Yongmo as One of the Directors for the Seventh Board of Directors (Voting result: 502,593,605 affirmative voting right shares, covering 99.99% of the total voting right shares, including 296,512,110 affirmative voting right A shares, Abstention:0, Negatives: 36,200; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
15. Reviewed and adopted the Proposal in Respect of Electing Mr. Lu Mai as One of the Independent Directors for the Seventh Board of Directors (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
16. Reviewed and adopted the Proposal in Respect of Electing Mr. Huang Jinhui as One of the Independent Directors for the Seventh Board of Directors (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
17. Reviewed and adopted the Proposal in Respect of Electing Mr. Wang Qi as One of the Independent Directors for the Seventh Board of Directors (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
18. Reviewed and adopted the Proposal in Respect of Electing Mr. Zhou Jiaming as One of the Supervisors for the Seventh Board of Supervisors (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
19. Reviewed and adopted the Proposal in Respect of Electing Ms. Liu Yunxia as One of the Supervisors for the Seventh Board of Supervisors (Voting result: 502,052,979 affirmative voting right shares, covering 99.89% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 205,504,669 affirmative voting right B shares, Abstention:0, Negatives: 576,826);
20. Reviewed and adopted the Proposal in Respect of Electing Mr. Fu Guohua as One of the Supervisors for the Seventh Board of Supervisors (Voting result: 502,052,979 affirmative voting right shares, covering 99.89% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 205,504,669 affirmative voting right B shares, Abstention:0, Negatives: 576,826);
21. Reviewed and adopted the Proposal in Respect of Amending the “Articles of Association” of the Company through special resolution (Voting result: 502,052,979 affirmative voting right shares, covering 99.89% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 205,504,669 affirmative voting right B shares, Abstention:0, Negatives: 576,826);
22. Reviewed and adopted the Implementing Rules on the Shareholders’ General Meeting Cumulative Voting System of Huaxin Cement Co., Ltd. (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
23. Reviewed and adopted the Proposal in Respect of Providing Guarantees for Credit Business of Subsidiaries through special resolution (Voting result: 478,601,799 affirmative voting right shares, covering 95.22% of the total voting right shares, including 296,512,110 affirmative voting right A shares, Abstention:0, Negatives: 36,200; 182,089,689 affirmative voting right B shares, Abstention: 345,000, Negatives: 23,646,806);
24. Reviewed and adopted the Proposal in Respect of Adjusting Remuneration for Directors and Supervisors (Voting result: 502,629,805 affirmative voting right shares, covering 100% of the total voting right shares, including 296,548,310 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,495 affirmative voting right B shares, Abstention:0, Negatives: 0);
25. Reviewed and adopted the Proposal in Respect of Major Related Transaction of Acquisition of Equity Interests of Yidu Fangde and Yiruida in Yichang and Yangxin (Voting result: 485,177,341 affirmative voting right shares, covering 100% of the total voting right shares, including 279,095,846 affirmative voting right A shares, Abstention:0, Negatives:0; 206,081,49 affirmative voting right B shares, Abstention:0, Negatives: 0).
V. Legal opinions issued by the lawyers
1. Name of the Law Firm: Hubei Sunshine Law Firm
2. Names of the lawyers: Han Jing, Li Yanlou
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 21, 2012
