Announcement of Huaxin Cement Non-Public Offering Result and Change in Share
The members of the Board and the Company acknowledge being responsible for the truthfulness, accuracy, and completeness of the announcement. Not any false record, misleading statement or significant omission carried in this announcement.
Key hints:
l Offering quantity: 128,099,928 A- shares
l Offering price: 14.01 Yuan/share
l Offering target, subscription quantity, restricted stock trade period and estimated listing time:
No.
Subscription target
Subscription quantity (shares)
Restricted stock trade period (months)
Estimated listing time
1
Holchin B.V.
51,088,036
36
2014.11.08
2
Tianjin Shengxi Equity Investment Fund (LP)
8,612,919
12
2012.11.08
3
Shanxi Trust Corporation Ltd.
8,598,857
12
2012.11.08
4
Jiangsu Winfast Investment Holding Group Co., Ltd.
10,713,775
12
2012.11.08
5
Ningbo Qingchun Investment Co., Ltd.
28,593,718
12
2012.11.08
6
Taikang Asset Management Co., Ltd.
10,345,610
12
2012.11.08
7
Cinda Securities Co., Ltd.
8,600,000
12
2012.11.08
8
Guohua Life
1,547,013
12
2012.11.08
Total
128,099,928
-
-
I. Offering situation
1. Internal decision-making process of this offering, feedback from China Securities Regulatory Commission(CSRC)
1) Examined and approved by the board of directors
On March 12, 2009, the Company held the 34th meeting of the 5th board by correspondence to examine and approve the relevant proposal on the non-public offering of A-share in 2009.
On June 25, the Company held the 3rd meeting of the 6th board by correspondence to examine and approve the adjustment of relevant proposal on the non-public offering of A-share in 2009.
On November 30, 2009, the Company held the 8th meeting of the 6th board to examine and approve the re-adjustment of relevant proposal on the non-public offering of A-share in 2009 according to the principles of industry policy contained in the Notice of Several Opinions on Curbing Overcapacity in Some Industries and Repeated Construction and Leading Healthy Development of Industries.
On July 30, 2010, due to the change in the funding regulatory policy, the Company held the 15th meeting of the 6th board to examine and approve the proposal on the adjustment of the purpose of raised money of the non-public offering according to the authorization by the general shareholder’s meeting.
On November 29, 2010, the Company held the 20th meeting of the 6th board to examine and approve the proposal on the extension of the effective period of the non-public offering of A-share and the corresponding adjustment of non-public offering scheme.
On May 10, 2011, the Company, after overall assessment, held the 25th meeting of the 6th board to examine and approve the proposal on the adjustment of the offering quantity, raised amount and the purpose of raised money in the offering scheme according to the 2nd extraordinary general meeting of shareholders of 2009 and the 2nd extraordinary general meeting of shareholders of 2010.
2) Examined and approved by the general meeting of shareholders
On April 3, 2009, the Company’s general meeting of shareholders of 2008 was held to examine and approve the relevant proposal on the non-public offering of A-share of 2009 by field vote and online vote.
On July 13, 2009, the Company’s first extraordinary general meeting of shareholders of 2009 was held to examine and approve the relevant proposal on the adjustment of non-public offering scheme of A-share of 2009 by field vote and online vote.
On December 16, 2009, the Company’s second extraordinary general meeting of shareholders of 2009 was held to examine and approve the relevant proposal on the re-adjustment of non-public offering scheme of A-share of 2009 by field vote and online vote.
On December 16, 2010, the Company’s second extraordinary general meeting of shareholders of 2010 was held by field vote and online vote to examine and approve the relevant proposal on the extension of the effective period of the non-public offering of A-share and the corresponding adjustment of non-public offering scheme.
3) Examination and approval process of CSRC
On July 4, 2011, CSRC conditionally passed the application of the non-public offering of A-share by Huaxin Cement.
On August 15, 2011, Huaxin Cement received the Reply of CSRC to the Non-public Offering of A-share by Huaxin Cement (Zheng Jian Xu Ke [2011] No.1299).
2. Offering Overview
1) Offering category and denomination: RMB common stock (A-share), par value of 1 Yuan per share.
2) Offering quantity: 128,099,928 shares
3) Offering price: 14.01 Yuan/share
4) Raised amount and offering fee: According to the Capital Verification Report of PWC China (Pu Hua Yong Dao Zhong Tian Yan Zi (2011) No.323), the raised amount is 1,794,679,991 Yuan. After the deduction of underwriting fee and other transaction fee in total of 51,792,440 Yuan, the net raised amount is 1,742,887,551 Yuan.
5) Sponsor: CITIC Securities Co., Ltd.
3. Verification of raised capital and share registration
1) Verification of raised amount
On November 4, 2011, PWC China issued the Capital Verification Report of PWC China (Pu Hua Yong Dao Zhong Tian Yan Zi (2011) No.323) to confirm the receipt of raised amount. The Company will open special account to use the raised money according to Administrative Measures for the Issuance of Securities by Listed Companies, Notice on Further Regulating the Purpose of Raised Money of Listed Companies and Administrative System of Raised Money.
PWC China’s conclusive opinion: “according to our audit, up to November 4, 2011, the Company completed the offering of 128,099,928 common stock (A-share) with the par value of 14.01 Yuan per share. The gross raised money is 1,794,679,991 Yuan. With the deduction of the underwriting fee, 45,764,340 Yuan, paid to CITICS, the Company raised money amounting to 1,748,915,651 Yuan. The raised money has already been deposited to RMB account 571657629198 opened in Shengyang Port office, Huangshi Branch of Bank of China. In addition, the Company also incurred other transaction fee of 6,028,100 Yuan, including the attorney fee of 1,200,000 Yuan and the CPA declaration fee of 4,700,000 Yuan. After the deduction of the transaction fee above, the net raised money is 1,742,887,551 Yuan.
2) Stock registration situation
The registration of the new stocks has already been completed in Shanghai Branch of China Securities Depository and Clearing Corporation Limited on November 08, 2011.
4. Compliance opinion of non-public offering process and subscription target issued by sponsor and company attorney
1) The opinion of the sponsor and major underwriter CITIC Securities is as follows:
The organization process of the non-public offering strictly complies with the relevant laws and regulations and relevant documents reviewed and approved by the company’s board of directors, general meeting of shareholders and CSRC. The whole process abides by the principles of fairness and justness.
The offering process abides by the Administrative Measures for the Issuance of Securities by Listed Companies, the Detailed Implementation Rules for the Non-public Issuance of Stocks by Listed Companies and the Measures for the Administration of Securities Issuance and Underwriting. The subscription targets invited conform to relevant laws and regulations. The subscription process is legitimate, the bid-based offering price is valid and the stock placing result is effective.
2) The opinion of company lawyer Hubei Sunshine Law Firm is as follows:
The non-public offering has obtained the necessary examination and approval. The process of the non-public offering abides by the fairness and justness principle in conformity not only to the relevant laws, regulations and normative documents such as the Administrative Measures for the Issuance of Securities by Listed Companies, the Detailed Implementation Rules for the Non-public Issuance of Stocks by Listed Companies and the Measures for the Administration of Securities Issuance and Underwriting but also to the resolution of the general meeting of shareholders and the rules of the Subscription Invitation Letter. The subscription documents, subscription agreements and other legitimate documents relating to this offering are valid and effective.
II. Offering result and subscription target
1. Offering result
No.
Subscription target
Subscription quantity (shares)
Restricted stock trade period (months)
Estimated listing time
1
Holchin B.V.
51,088,036
36
2014.11.08
2
Tianjin Shengxi Equity Investment Fund (LP)
8,612,919
12
2012.11.08
3
Shanxi Trust Corporation Ltd.
8,598,857
12
2012.11.08
4
Jiangsu Winfast Investment Holding Group Co., Ltd.
10,713,775
12
2012.11.08
5
Ningbo Qingchun Investment Co., Ltd.
28,593,718
12
2012.11.08
6
Taikang Assets Management Co., Ltd.
10,345,610
12
2012.11.08
7
Cinda Securities Co., Ltd.
8,600,000
12
2012.11.08
8
Guohua Life
1,547,013
12
2012.11.08
Total
128,099,928
-
-
2. Subscription target
1) Holchin B.V.
(1) Profile
Company name: Holchin B.V.
Company nature: limited liability company
Place of registration: De Lairessestraat 131-135, Amsterdam, Holland (1075HJ)
Registered capital: issued capital of 20,000 euro, and authorized capital of 100,000 euro
Place of office: De Lairessestraat 131-135, Amsterdam, Holland (1075HJ)
Legal representative: Schmidt, Mark Anatol
Scope of business: set up the company and other entities, acquire, manage, supervise and transfer the equity and other interest of legal person, company and other entities.
(2) Related relationship
As the first largest shareholder of the company, there exists the related party relationship between Holchin B.V. and the company.
(3) Subscription situation
Number of shares subscribed: 51,088,036 shares
Restricted stock trade period: no stock transaction is allowed within 36 months from the completion of the offering
(4) Significant transactions of the latest one year between subscription target & its related parties and the Company
According to the Supplementary Agreement of Consulting Service Agreement signed by the Company and Holcim Group Support (Zurich) Ltd. on March 30, 2003, the annual service fee increased to the amount of USD 300,000 from 2004. The other articles of the original consulting agreement are kept unchanged. Holcim Group Support (Zurich) Ltd. replaced Holcim Group Support (Jona) Ltd. to fulfill the aforementioned consulting service agreement. Holcim Group Support (Zurich) Ltd. and Holcim Group Support (Jona) Ltd. are both the wholly-funded subsidiaries of Holcim. According to the examination and approval of the 19th meeting of the 6th Board of Directors in 2010, the Company and Holcim Group Support (Zurich) Ltd. will renew the agreement, duly increase the charge of such kind of technical consulting service and increase the price to USD 1 million per year. The contract term is from Jan 1, 2011 to December 31, 2013.
(5) Future transaction arrangements between subscription target and the Company
For the possible transaction to be incurred, the Company will fulfill the corresponding internal examination & approval decision-making procedures and make full information disclosure strictly in accordance with the Company’s articles of association and relevant laws and regulations.
2) Tianjin Shengxi Equity Investment Fund (LP)
(1) Profile
Company name: Tianjin Shengxi Equity Investment Fund(LP)
Company nature: Limited partnership
Place of registration: 202-F308 Floor 2, skirt building of Ligang Mansion, No.82 Xierdao, Tianjin Airport Economic Area
Registered capital: RMB 740 million
Place of office: 202-F308 Floor 2, skirt building of Ligang Mansion, No.82 Xierdao, Tianjin Airport Economic Area
Scope of business: Investment in non-listed companies and non-public offering of listed companies and relevant consulting services (subject to license where relevant industry license is required, to effective operational period and to franchise operation where a franchise license is required).
(2) Related relationship
No related relationship between the subscription target and the Company according to Accounting Standard for Business Enterprises and relevant rules.
(3) Subscription situation
Number of shares subscribed: 8,612,919 shares
Restricted stock trade period: no stock transaction is allowed within 12 months from the completion of the offering.
(4) Significant transactions of the latest one year between subscription target & its related parties and the Company
No significant transaction occurs in the latest one year between subscription target & its related parties and the company.
(5) Future transaction arrangements between subscription target and the Company
For the possible transaction to be incurred, the Company will fulfill the corresponding internal examination & approval decision-making procedures and make full information disclosure strictly in accordance with the Company’s articles of association and relevant laws and regulations.
3) Shanxi Trust Corporation Ltd.
(1) Profile
Company name: Shanxi Trust Corporation Ltd.
Company nature: Limited liability company
Place of registration: No.69 Fuxi Street, Taiyuan
Registered capital: RMB 1 billion
Place of office: No.69 Fuxi Street, Taiyuan
Legal representative: Yuan Dongsheng
Scope of business: funds trust; chattel trust; real estate trust; valuable securities trust, other properties or property rights trust; investment funds business as the sponsor of investment funds or funds management company; restructuring and merging & acquisition of corporate assets, project funding, company financing, finance consulting, etc; securities underwriting business approved by the relevant departments of State Council; handle the agency business, consulting and credit rating survey business; custody & safe deposit box business; the utilization of fixed assets in the form of inter-bank borrowing, inter-bank deposit, loan, lease and investment; security for others with fixed assets; inter-bank borrowing; other businesses approved by the laws and regulations or China Banking Regulatory Commission
(2) Related relationship
No related relationship between the subscription target and the Company according to Accounting Standard for Business Enterprises and relevant rules.
(3) Subscription situation
Number of shares subscribed: 8,598,857 shares
Restricted stock trade period: no stock listing or transfer is allowed within 12 months from the completion of the offering
(4) Significant transactions of the latest one year between subscription target & its related parties and the Company
No significant transaction occurs in the latest one year between subscription target & its related parties and the company.
(5) Future transaction arrangements between subscription target and the Company
For the possible transaction to be incurred, the Company will fulfill the corresponding internal examination & approval decision-making procedures and make full information disclosure strictly in accordance with the Company’s articles of association and relevant laws and regulations.
4) Jiangsu Winfast Investment Holding Group Co., Ltd
(1) Profile
Company name: Jiangsu Winfast Investment Holding Group Co., Ltd.
Company nature: Limited liability company
Place of registration: No.699-22 Xuanwu Avenue, Xuanwu District, Nanjing
Registered capital: RMB 50 million
Place of office: No.699-22 Xuanwu Avenue, Xuanwu District, Nanjing
Legal representative: Zhan Jianbin
Scope of business: Research & development and sales of computer software; investment information consulting; enterprise investment; securities investment; assets management
(2) Related relationship
No related relationship between the subscription target and the Company according to Accounting Standard for Business Enterprises and relevant rules.
(3) Subscription situation
Number of shares subscribed: 10,713,775 shares
Restricted stock trade period: no stock listing or transfer is allowed within 12 months from the completion of the offering
(4) Significant transactions of the latest one year between subscription target & its related parties and the Company
No significant transaction occurs in the latest one year between subscription target & its related parties and the company.
(5) Future transaction arrangements between subscription target and the Company
For the possible transaction to be incurred, the Company will fulfill the corresponding internal examination & approval decision-making procedures and make full information disclosure strictly in accordance with the Company’s articles of association and relevant laws and regulations.
5) Ningbo Qingchun Investment Co., Ltd.
(1) Profile
Company name: Ningbo Qingchun Investment Co., Ltd.
Company nature: Limited liability company (legal person wholly-funded investment)
Place of registration: Gaoqian, Dongqian Lake Tourist Zone, Ningbo (in the zoo)
Registered capital: RMB 50 million
Place of office: Gaoqian, Dongqian Lake Tourist Zone, Ningbo (in the zoo)
Legal representative: Li Rucheng
Scope of business: industrial investment, investment management (the business scope above doesn’t contain the items restricted or forbidden by the state laws and regulations).
(2) Related relationship
No related relationship between the subscription target and the Company according to Accounting Standard for Business Enterprises and relevant rules.
(3) Subscription situation
Number of shares subscribed: 28,593,718 shares
Restricted stock trade period: no stock listing or transfer is allowed within 12 months
