维多利亚老品牌vic(集团)股份有限公司

Annex 1:

 

Proposal in Respect of Modifying the Amount of Using the Proceeds

from Current A-share Private Placement

 

That the adjusted proposal of current A-share private placement for 2009 has been reviewed and passed by the eighth meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting for 2009. Based on the < Proposal in Respect of Requesting the Shareholders’ General Meeting to Fully Authorize the Board of Directors in Respect of Matters on A-share Private Placement> passed by the Second Extraordinary Shareholders’ General Meeting for 2009 and released on 24th July 2010, in order to proceed the application of private placement, the company decided to make some adjustments, due to the change of current regulatory policy on the financing.

 

1. In the use of raised fund investment, the amount of supplementing working capital is reduced from 400 Million Yuan to 0 Yuan.

 

2. In the use of raised fund investment, the amount of debt repayment is reduced from 600 Million Yuan to 460 Million Yuan. In view of the original funds raised to repay back the short-term financing bonds was paid off on July 7th , 2010, therefore, the adjusted "debt repayment" details will be adjusted accordingly;

 

3. Based on the adjustment above, the total amount of raised fund will be reduced accordingly, from no more than 2.5 Billion Yuan to no more than 1.906 Billion Yuan.

 

After the adjustments, they are as follows:

 

Article 3 in is revised to:

 

Issuing amount and scale of raised funds: The amount of the placement is no more than 136.3 Million and the scale of raised funds is no more than 1,906 Million Yuan. The actual amount and scale of raised fund will be decided by the Board of Directors and the sponsor (head underwriter) based on the authorization of the Shareholders’ General Meeting. If the Company’s shares have dividend payments, bonus shares, capitalization of public reserves and other ex-dividend issues during the period between the announcement of Board of Directors’ resolution and the offering date, the number of shares will be adjusted accordingly;

 

Article 8 in is revised to

 

Usage of the raised funds:

NO.	Project name	For short	Total investment （10,000 yuan）	Proceeds planned to be used (10,000yuan)
I. Waste heat power generation
1	7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Xiangfan, Hubei	Xiangfan power	5,071.47	1,300.00
2	7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Xianning, Hubei	Xianning power	5,084.06	3,000.00
3	7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Tibet	Tibet power	6,000.00	6,000.00
4	9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Quxian, Sichuan	Quxian power	5,010.00	5,000.00
5	7.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Wanyuan, Sichuan	Wanyuan power	5,197.60	5,100.00
6	9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Fuling, Chongqing	Fuling power	5,858.54	5,800.00
7	9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Zhuzhou, Hunan	Zhuzhou power	6,572.00	6,500.00
8	7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Zigui, Hubei	Zigui power	4,985.30	4,900.00
9	9.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Chenzhou, Hunan	Chenzhou power	6,572.00	6,500.00
10	4.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Dongchuan, Yunnan	Dongchuan power	3,589.95	3,500.00
11	7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Daoxian, Hunan	Daoxian power	5,620.00	5,600.00
12	15.0 MW power generation by low temperature waste heat from 4000t/d cement kilns in Huangshi, Hubei	Huangshi power	9,055.81	9,000.00
13	10.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Yichang, Hubei	Yichang power	6,352.08	6,300.00
14	3.6 MW power generation by low temperature waste heat from 4000t/d cement kilns in Enshi, Hubei	Enshi power	2,489.28	2,400.00
15	7.5 MW power generation by low temperature waste heat from 4000t/d cement kilns in Zhaotong, Yunnan	Zhaotong power	5,615.00	5,600.00
Sub-total			58,263.00	57,600.00
II. RMX station
1	200 k m3 p.a. RMX station in Yangxin, Hubei	Yangxin RMX	2,318.00	2,000.00
2	200 k m3 p.a. RMX station in Huanggang, Hubei	Huanggang RMX	2,318.00	2,000.00
3	200 k m3 p.a. RMX station in Daye, Hubei	Daye RMX	2,318.00	2,000.00
4	200 k m3 p.a. RMX station in Dongchuan, Yunnan	Dongchuan RMX	2,198.00	2,100.00
5	200 k m3 p.a. RMX station in Wanyuan, Sichuan	Wanyuan RMX	2,000.00	2,000.00
6	300 k m3 p.a. RMX station in Fuling, Chongqing	Fuling RMX	2,318.00	2,000.00
7	200 k m3 p.a. RMX station in Xinyang, Henan	Xinyang RMX	2,000.00	2,000.00
8	200 k m3 p.a. RMX station in Yichang, Hubei	Yichang RMX	2,468.00	2,300.00
9	200 k m3 p.a. RMX station in Chibi, Hubei	Chibi RMX	2,318.00	2,000.00
10	200 k m3 p.a. RMX station in Ezhou, Hubei	Ezhou RMX	2,318.00	2,000.00
11	200 k m3 p.a. RMX station in Hanchuan, Hubei	Hanchuan RMX	2,163.00	2,000.00
12	200 k m3 p.a. RMX station in Shishou, Hubei	Shishou RMX	2,368.00	2,200.00
13	200 k m3 p.a. RMX station in Tianmen, Hubei	Tianmen RMX	2,318.00	2,000.00
14	200 k m3 p.a. RMX station in Jiangling, Hubei	Jiangling RMX	2,318.00	2,000.00
15	200 k m3 p.a. RMX station in Zigui, Hubei	Zigui RMX	2,318.00	2,000.00
16	200 k m3 p.a. RMX station in Xuanen, Hubei	Xuanen RMX	2,418.00	2,300.00
17	200 k m3 p.a. RMX station in Dawu, Hubei	Dawu RMX	2,378.00	2,200.00
18	200 k m3 p.a. RMX station in Luoshan, Henan	Luoshan RMX	2,318.00	2,000.00
19	200 k m3 p.a. RMX station in Daoxian, Hunan	Daoxian RMX	2,000.00	2,000.00
20	200 k m3 p.a. RMX station in Chenzhou, Hunan	Chenzhou RMX	2,000.00	2,000.00
21	200 k m3 p.a. RMX station in Hefeng, Hubei	Hefeng RMX	2,218.00	1,900.00
22	200 k m3 p.a. RMX station in Zhuzhou, Hunan	Zhuzhou RMX	2,618.00	2,200.00
23	300 k m3 p.a. RMX station in Wuhan Donghu Gaoxin, Hubei	Donghu RMX	2,818.00	2,400.00
24	200 k m3 p.a. RMX station in Xianning, Hubei	Xianning RMX	2,618.00	2,200.00
25	200 k m3 p.a. RMX station in Ezhou Gedian, Hubei	Gedian RMX	2,818.00	2,400.00
Sub-total			58,263.00	52,200.00
III. Aggregate project
1	3 million ton p.a. aggregate line in Yangxin, Hubei	Yangxin aggregate	16,588.54	15,900.00
Sub-total			16,588.54	15,900.00
IV. Debt repayment
1	Debt repayment	Debt repayment	46,000.00	46,000.00
Sub-total			46,000.00	46,000.00
Total			203,924.63	190,600.00

【Note】 1.   The actual proceeds of the offering not exceeding the planned proceeds to be utilized, the gap will be financed by the Company itself; or the Board of Directors adjusts the proceeds to be utilized in one or more specific projects without changing the investment projects; or adjust the number of projects. 

2.   Before the raised proceeds is acquired, the Company will use its own funds according to the actual conditions of the project progress, and after the raised proceeds is acquired, it will be used to replace the used fund of the Company and for the following project progress.

3.  If the actual used proceeds of the offering are less than the planned proceeds to be utilized, the Board of Directors can use the saved proceeds to supplement the Company’s working capital or to reduce debts of the Company after implementing necessary statutory procedures.

4.  The funds raised for Waste heat power generation, RMX station and Aggregate projects will be utilized to fund the fixed asset investment as a priority, the rest of the fund raised will be used as the projects’ working capital.

 

The funds raised for the objects of “debt repayment” include:

NO.	Bank	Amount（Yuan）	Expiration Date
1	China CITIC Bank Wuhan Branch	30,000,000	2011-04-22
2	Bank of China Three Gorges Branch	20,000,000	2011-04-26
3	Shenzhen Development Bank Wuhan Branch	100,000,000	2011-06-03
4	Industrial Bank Wuhan Branch	50,000,000	2011-06-29
5	Bank of China Wuxue Branch	30,000,000	2011-02-22
6	Bank of China Wuxue Branch	50,000,000	2011-03-07
7	Agricultural Bank of China Nanzhang Branch	10,000,000	2011-03-31
8	Agricultural Bank of China Nanzhang Branch	30,000,000	2011-04-10
9	Bank of China Huangshi Branch	20,000,000	2011-04-10
10	Agricultural Bank of China Nanzhang Branch	20,000,000	2011-04-24
11	China Merchants Bank Yijiang Branch	100,000,000	2011-05-14
Total		460,000,000	—

 

Except the adjustment mentioned above, other parts of the passed by the Eighth Meeting of the Sixth Board of Directors and the Second Extraordinary Shareholders’ General Meeting for 2009 remain unchanged.

 

Here we propose the Board of Directors to review this proposal. As Mr. Ian Thackwray, Mr. Paul O’Callaghan and Mr. Paul Thaler have the affiliated relationship, they should abstain from their voting.