**Abstract**
The resolutions of the 12th meeting of the 5th Board of Directors of Henan Huanghe Cyclone Co., Ltd. are hereby announced. The board of directors and all directors of the company guarantee that there are no false records, misleading statements, or material omissions in the content of this announcement, and they are individually and jointly responsible for the truthfulness, accuracy, and completeness of the information provided.
Henan Huanghe Cyclone Co., Ltd.
Announcement on Resolutions of the Twelfth Meeting of the Fifth Board
The board of directors and all directors of the company guarantee that there are no false records, misleading statements, or major omissions in the contents of this announcement, and bear individual and joint responsibility for the truthfulness, accuracy, and completeness of the contents.
The 12th meeting of the 5th Board of Directors of Henan Huanghe Cyclone Co., Ltd. was notified by fax and mail on March 23, 2014, and was held at 10:00 am on April 2, 2014, in the conference room on the second floor of the company. All nine directors attended the meeting, along with supervisors and senior executives. The meeting was chaired by Mr. Qiao Qiusheng, the chairman of the board. It was conducted in accordance with the provisions of the Company Law and the Articles of Association. All participating directors reviewed and passed the following proposals:
1. The company’s 2013 annual report and summary;
Voting results: 9 votes in favor, 0 against, 0 abstentions.
This proposal requires submission to the shareholders' meeting for consideration.
2. The company’s 2013 annual work report of the board of directors;
Voting results: 9 votes in favor, 0 against, 0 abstentions.
This proposal also requires submission to the shareholders’ meeting.
3. The 2013 general manager's work report of the company;
Voting results: 9 votes in favor, 0 against, 0 abstentions.
4. The proposal for the 2013 annual independent director report;
Voting results: 9 votes in favor, 0 against, 0 abstentions.
5. The performance report of the 2013 Audit Committee of the Board of Directors;
Voting results: 9 votes in favor, 0 against, 0 abstentions.
6. Proposal on the re-election of the board of directors of the company;
Due to the expiration of the fifth term of the board, the board nominated Qiao Qiusheng, Liu Jianshe, Xiaoliu Xiuyilang, Du Changhong, Xu Yongjie, and Zhang Yongjian as members of the sixth board. Zhu Feng, Cheng Xianping, and Fan Letian were nominated as independent directors.
Voting results: 9 votes in favor, 0 against, 0 abstentions.
This proposal must be submitted to the shareholders' meeting for approval.
7. The company’s proposal on the profit distribution for 2013;
According to the audit report issued by Ruihua Certified Public Accountants, the company achieved a net profit of RMB 209,512,983.50 in 2013. After extracting the statutory surplus reserve fund and considering previous profits, the actual distributable profit was RMB 774,602,184.62. The proposed dividend is 0.50 yuan per 10 shares, totaling RMB 26,668,106.90. The remaining undistributed profit will carry over to the next year.
Independent directors confirmed that the profit distribution plan is in line with current laws and regulations and is fair and reasonable.
Voting results: 9 votes in favor, 0 against, 0 abstentions.
This proposal must be submitted to the shareholders’ meeting for approval.
8. The proposal to renew the recruitment of Ruihua Certified Public Accountants and pay their remuneration;
Independent directors affirmed that the firm adhered to auditing standards and fulfilled its obligations under the business agreement.
Voting results: 9 votes in favor, 0 against, 0 abstentions.
This proposal requires shareholder approval.
9. Proposal on the disposal of fixed assets by Henan Huanghe Cyclone Co., Ltd.;
Voting results: 9 votes in favor, 0 against, 0 abstentions.
This proposal must be submitted to the shareholders’ meeting.
10. The company’s proposal on the implementation of daily related party transactions in 2013 (including excess partial recognition) and the estimated daily related party transactions in 2014;
Associated directors Qiao Qiusheng, Liu Jianshe, Xu Yongjie, and Zhang Yongjian avoided voting.
Independent directors stated that the transactions were fair and in compliance with laws and regulations.
Voting results: 5 votes in favor, 0 against, 0 abstentions.
This proposal must be approved by non-associated shareholders.
11. Proposal on holding the 2013 Annual General Meeting of Shareholders.
Voting results: 9 votes in favor, 0 against, 0 abstentions.
Henan Huanghe Cyclone Co., Ltd.
April 2, 2014
**Attachments:** Resume of directors and supervisors.
**Directors’ Information:**
- **Qiao Qiusheng**: Chairman, with extensive experience in the diamond industry.
- **Liu Jianshe**: Director and former general manager, with a strong background in technology.
- **Xiaoliu Xiuyilang**: Japanese national, experienced in saw blade manufacturing and management.
- **Xu Yongjie**: Engineer with a long career in production and operations.
- **Zhang Yongjian**: CFO with expertise in finance and accounting.
- **Du Changhong**: Secretary of the Board of Directors, with a focus on administrative roles.
- **Zhu Feng**: Independent director with a Ph.D. in engineering and experience in leadership roles.
- **Cheng Xianping**: Professor and legal expert, serving as an independent director for multiple companies.
- **Fan Letian**: CPA and asset appraiser, with a background in financial services.
**Supervisory Committee Announcement:**
The Supervisory Committee of Henan Huanghe Cyclone Co., Ltd. has also convened its 14th meeting of the 5th term. The meeting was held on April 2, 2014, and reviewed several key matters, including the 2013 annual report, the work report of the supervisory committee, and the proposal on the re-election of the board of supervisors. All motions were approved unanimously.
**Related Party Transactions:**
The company engaged in several daily related party transactions in 2013, primarily involving purchases from and sales to affiliated entities. These transactions were conducted at market prices and were found to be fair and in compliance with applicable laws and regulations. The total amount of related party transactions in 2013 exceeded the initial estimate, but the excess was justified due to increased business activity.
**Annual General Meeting Notice:**
The 2013 Annual General Meeting of Shareholders is scheduled to take place on April 23, 2014. The meeting will cover various proposals, including the approval of the annual report, the board’s work report, and the company’s profit distribution plan. Shareholders may vote in person or through online voting via the Shanghai Stock Exchange trading system.
**Voting Procedures:**
Shareholders can register for the meeting either in person or via fax. Online voting is available from 9:30 am to 11:30 am and from 1:00 pm to 3:00 pm on the meeting day. A detailed guide on how to vote online is provided in the annexes.
**Power of Attorney:**
A power of attorney form is included for shareholders who wish to authorize another person to attend and vote on their behalf.
Henan Huanghe Cyclone Co., Ltd.
April 2, 2014
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