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.

 

On April 12, 2010, the second largest shareholder of the Company Huaxin Group Ltd. (who holds 89,120,880 shares, covering 22.08% of the total shares of the Company) submitted the ��Proposal (of Huaxin Group Ltd.) in Respect of Modifying the Proposal (of Huaxin Cement Co., Ltd.) in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds�� to the Board of the Company, and required the Board to submit the Proposal to the Annual Shareholders�� General Meeting 2009 for reviewing.  The Board of the Company believed that such extraordinary proposal is within the scope of functions and powers of the Shareholders�� General Meeting and it is in compliance with the relevant laws, administrative rules, and stipulations contained in the Rules of Shareholders�� General Meeting and the Articles of Association, hence agreed to submit it to the Annual Shareholders�� General Meeting 2009 of the Company for reviewing.

 

Please refer to the Annex for the newly added proposal.

 

On March 31, 2010, the Company published the ��Announcement on Resolutions of the Eleventh Meeting of the Sixth Board of Directors and Convening the Annual Shareholders�� General Meeting 2009 of Huaxin Cement Co., Ltd.�� on the website of SSE (www.sse.com.cn), China Securities Journal, Shanghai Securities News and Hong Kong Commercial Daily, it has disclosed the convening time, meeting location, reviewing items and other relevant matters of the Annual Shareholders�� General Meeting 2009 of the Company.

 

Except for the above extraordinary proposal, the convening time, meeting location, share registration date and other relevant matters of the Annual Shareholders�� General Meeting 2009 of the Company are not changed.

 

It is herewith announced.

 

Huaxin Cement Co. Ltd.

Board of Directors

 

April 13, 2010

 

Annex: Proposal (of Huaxin Group Ltd.) in Respect of Modifying the Proposal (of the Company) in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds

 

Board of Directors of Huaxin Cement Co., Ltd.,

 

The Eleventh Meeting of the Sixth Board of your Company has reviewed and adopted the Proposal in Respect of Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds and submitted it to the Annual Shareholders�� General Meeting 2009 of your Company for reviewing.  As the second largest shareholder of your Company, we believed that the plan of applying for placement of mid-term notes and renewal of short-term financing bonds made by the Board would be beneficial to the development of your Company.  However, after referring the relevant regulations, we found that the issue of debt financing instrument for non-financing enterprise needs to be registered in Association of Inter-bank Market Dealers and there would be uncertainties for the registration time.  In order to ensure a successful issue, in accordance with the Articles of Association and the relevant laws, rules and normative documents, we hereby specially put forward the extraordinary proposal in respect of Huaxin Cement Co., Ltd. Applying for Placement of Mid-term Notes and Renewal of Short-term Financing Bonds, detailed contents are as follows:

 

On Jul 7, 2009, Huaxin Cement Co., Ltd. (hereinafter referred to as ��the Company��) successfully issued 600 million yuan short-term financing bonds, which reduced financial expenses of 12 million yuan compared with bank loans over the same period of the last year, explored new financing channels and reduce the capital cost of the Company.  In order to further explore new financing channels, relieve the comparatively uptight capital situation, optimize liability structure and reduce financial costs, the Company, conforming to the regulations of Management Method of Debt Financing Instrument for Non-financing Enterprise in Inter-bank Bond Markets, is to apply for placement of mid-term notes and renewal of short-term financing bonds.

 

1. The Company plans to issue mid-term notes amounting to 1,200 million yuan.  It is mainly used for optimizing the liability structure, supplementing operating capital or filling capital gaps of some projects.  The underwriting approach will be a stand-by underwriting. The 3-year mid-term notes amounting to 600 million yuan will be firstly issued within two months after the registration complete.  According to the capital needs of the Company, the 5-year mid-term notes amounting to 600 million yuan will be secondly issued within two years after the registration complete.

 

2. The Company plans to apply for a renewal of 365 day short-term financial bonds, amounting to 600 million yuan.  It will be used for supplementing the liquidity.  The underwriting approach will be a stand-by underwriting by a main underwriting agent.

 

The total amount of short-term financing bonds, Mid-term Notes and bank loans will be within the limit of the Year Budget.