Stock Codes: 600801, 900933  Stock Abbreviations: Huaxin Cement, Huaxin B Share      Ref: Lin 2012-015

 

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.

l         No proposal is vetoed or changed during the convening time of the Meeting.

l         No proposal is added during the convening time of the Meeting.

 

I. Convening of the Meeting

 

1. Time of the Meeting: 9:00 am, May 15, 2012 (Tuesday)

 

2. Convening place: Meeting Room 4 on the first floor of the Business Center of the Company in Wuhan, Building No.5, International Enterprise Center, 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. Xu Yongmo

 

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.

 

II. Attendance of the Meeting

 

7 shareholders or shareholder proxies attended the Meeting, representing 493,386,856 voting right shares covering 52.75% of the total shares of the Company.  Including 296,424,800  voting right shares held by 5 “A” share holders covering 31.69% of the total shares of the Company, and 196,962,056 voting right shares held by 6 “B” share holders covering 21.06% of the total shares of the Company.

 

Attendance of Directors, Supervisors and Secretary to the Board of the Company:

There are 9 Directors of the Company, among which Chairman Mr. Xu Yongmo and Director Mr. Liu Fengshan attended the Meeting.  Directors Mr. Li Yeqing, Mr. Ian Thackwray, Mr. Roland Kohler, Mr. Paul Thaler, Mr. Lu Mai, Mr. Huang Jinhui and Mr. Wang Qi did not attend the Meeting due to the fact that they had other commitments.

There are 5 Supervisors of the Company, among which Ms. Liu Yunxia, Mr. Fu Guohua, Mr. Zhang Lin and Mr. Yu Yousheng attended the Meeting.  Chairman of the Board of Supervisors Mr. Zhou Jiaming did not attend the Meeting due to the fact that he had other commitments.

Secretary to the Board attended the Meeting.

Vice Presidents Mr. Ji Changhua, Ms. Kong Lingling and Mr. Ke Youliang presented the Meeting.

 

III. Reviewing and voting of the proposals

 

With the manner of on-site voting, the Meeting reviewed and adopted the following resolution:

Proposal in Respect of Changing the Use of the Raised Funds for Some Projects of the Private Placement

Voting result: Affirmative: 493,386,856 -- 100% of the total voting right shares.  A shares -- Affirmative: 296,424,800, Abstention: 0, Negative: 0; B shares -- Affirmative: 196,962,056, Abstention: 0, Negative: 0.

 

IV. 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.

 

V. Documents for Inspection:

 

1. Resolution of the Meeting;

2. Letter of Legal Opinions;

3. Other documents required by the SSE.

 

It is herewith announced.

 

Huaxin Cement Co. Ltd.

Board of Directors

May 16, 2012