**Abstract of the Resolutions of the 12th Meeting of the 5th Board of Directors of Henan Huanghe Cyclone Co., Ltd.**
Henan Huanghe Cyclone Co., Ltd. announces the resolutions passed at the 12th meeting of the 5th Board of Directors, held on April 2, 2014. The board and all directors guarantee that this announcement contains no false records, misleading statements, or omissions, and they are fully responsible for its accuracy and completeness.
The meeting was notified via fax and mail on March 23, 2014, and convened at 10:00 a.m. in the second-floor conference room of the company. All nine directors attended, along with supervisors and senior management. The meeting was chaired by Mr. Qiao Qiusheng, the chairman of the board. It adhered to the provisions of the Company Law and the Articles of Association.
The following proposals were reviewed and approved:
1. **2013 Annual Report and Summary**: Approved with 9 votes in favor.
2. **2013 Annual Work Report of the Board of Directors**: Approved with 9 votes in favor.
3. **2013 General Manager's Work Report**: Approved with 9 votes in favor.
4. **2013 Independent Director Report**: Approved with 9 votes in favor.
5. **2013 Audit Committee Performance Report**: Approved with 9 votes in favor.
6. **Proposal for Re-election of the Board of Directors**: Nominated candidates include Qiao Qiusheng, Liu Jianshe, Xiaoliu Xiuyilang, Du Changhong, Xu Yongjie, Zhang Yongjian (directors), and Zhu Feng, Cheng Xianping, Fan Letian (independent directors). Approved with 9 votes in favor.
7. **2013 Profit Distribution Plan**: Based on net profit of RMB 209,512,983.50, the company plans to distribute a cash dividend of 0.50 yuan per 10 shares, totaling RMB 26,668,106.90. Approved with 9 votes in favor.
8. **Renewal of Ruihua Certified Public Accountants as Auditors**: Approved with 9 votes in favor.
9. **Disposal of Fixed Assets**: Approved with 9 votes in favor.
10. **Implementation of Daily Related Party Transactions in 2013 and Estimation for 2014**: Approved with 5 votes in favor. Associated directors abstained from voting. Independent directors confirmed the transactions were fair and in compliance with regulations.
11. **Proposal to Hold the 2013 Annual General Meeting**: Approved with 9 votes in favor.
**Announcement on the Resolutions of the 14th Meeting of the 5th Board of Supervisors**
The Board of Supervisors of Henan Huanghe Cyclone Co., Ltd. guarantees the accuracy and completeness of this announcement. The 14th meeting of the 5th Board of Supervisors, held on April 2, 2014, reviewed and approved the following matters:
1. **2013 Annual Report and Summary**: Approved with 3 votes in favor.
2. **Work Report of the 2013 Supervisory Committee**: Approved with 3 votes in favor.
3. **Proposal on the Reelection of the Board of Supervisors**: Approved with 3 votes in favor.
4. **Profit Distribution Proposal for 2013**: Approved with 3 votes in favor.
5. **Disposal of Fixed Assets**: Approved with 3 votes in favor.
6. **Related Party Transactions in 2013 and Estimated for 2014**: Approved with 3 votes in favor.
**Implementation of Daily Related Party Transactions in 2013 (Including Excess Part) and Estimated for 2014**
The company engaged in daily related party transactions during 2013, primarily involving purchases of materials and sales of products with affiliated entities. These transactions were conducted at market prices and followed the principles of fairness and transparency. The total amount of related party transactions in 2013 reached RMB 284.6 million, exceeding the estimated amount by 19.6 million yuan due to expanded operations and increased material purchases from Beijing Huanghe Cyclone Xin Naida Technology Co., Ltd. The excess portion was in accordance with agreed terms.
For 2014, the company estimates daily related party transactions to be approximately RMB 324.3 million. Agreements have been signed with several related parties, including Henan Huanghe Cyclone International Co., Ltd., Henan United Cyclone Diamond Co., Ltd., and others, ensuring continued compliance with legal and regulatory requirements.
**Proposal to Hold the 2013 Annual General Meeting**
The company will hold its 2013 Annual General Meeting on April 23, 2014, at the second-floor conference room of the company. Shareholders may vote either in person or through online voting. The meeting will consider key proposals, including the annual report, work reports, and profit distribution plan. Registration details and voting procedures are outlined in the attached documents.
This comprehensive announcement reflects the company’s commitment to transparency, accountability, and adherence to corporate governance standards.
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