Abstract The resolutions of the 12th meeting of the 5th Board of Directors of Henan Huanghe Cyclone Co., Ltd. Announcement 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 the authenticity and accuracy of its contents. And integrity bears individual and associated...
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. The meeting should go to nine directors, and actually nine. Supervisors and senior executives of the company attended the meeting. The meeting was chaired by Mr. Qiao Qiusheng, the chairman of the board. This meeting was in compliance with the provisions of the Company Law and the Articles of Association. The meeting was reviewed by all the participating directors and the following proposals were passed:
1. The company's 2013 annual report and summary;
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
The proposal needs to be submitted 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 votes against, and 0 abstentions.
The proposal needs to be submitted to the shareholders meeting for consideration.
3. The 2013 general manager work report of the company;
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
4. The proposal of the company's 2013 annual independent director report;
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
5. The performance report of the 2013 Audit Committee of the Board of Directors;
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
6. Proposal on the reelection of the board of directors of the company;
In view of the expiration of the fifth term of the company's board of directors, the board of directors nominated Qiao Qiusheng, Liu Jianshe, Xiaoliu Xiuyilang, Du Changhong, Xu Yongjie and Zhang Yongjian as directors of the sixth board of directors according to the "Company Law" and the "Articles of Association". Nominated Zhu Feng, Cheng Xianping and Fan Letian were candidates for independent directors of the sixth board of directors.
(CV is attached)
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
The proposal needs to be submitted to the shareholders meeting for consideration.
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. According to the relevant provisions of the “Company Law†and the “Articles of Associationâ€, the statutory surplus reserve fund was extracted by RMB 20,951,298.35, plus the undistributed profit at the beginning of the year was RMB 607,374,984.99. Excluding the profit of RMB 21,334,485.52 allocated in the previous year, the actual profit available for distribution to shareholders for the year was RMB 774,602,184.62. According to the company's operation, the company's 2013 profit distribution plan is: based on the company's total share capital of 533,362,138 shares at the end of 2013, a cash dividend of 0.50 yuan (including tax) will be distributed for every 10 shares, a total of 26,668,106.90 yuan will be distributed, and the remaining undistributed profit will be 747,934,077.72 yuan. Go to the next year. After the bill is reviewed and approved by the board of directors, it still needs to be submitted to the general meeting for approval.
Independent directors' opinions: The 2013 annual profit distribution plan prepared by the board of directors of the company is in line with the current national laws, regulations, policies and the relevant provisions of the Articles of Association. It has legality, compliance and rationality, and is in line with the actual situation of the company's operations. There is no harm to the interests of small and medium shareholders, and it agrees with the profit distribution plan prepared by the board of directors of the company, and agrees to submit the proposal to the general meeting for consideration after the proposal has been reviewed and approved by the board of directors.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
The proposal needs to be submitted to the shareholders meeting for consideration.
8. The company's proposal to renew the recruitment of Ruihua Certified Public Accountants and pay their remuneration;
Independent Director's Opinion: Ruihua Certified Public Accountants adhered to the independent auditing standards in the auditing process of auditing and financial statements for the listing of the Company, and fulfilled the responsibilities and obligations stipulated in the Business Agreement signed by both parties. Renewed the recruitment of Ruihua Certified Public Accountants as the company's 2014 audit institution.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
The proposal needs to be submitted to the shareholders meeting for consideration.
9. Proposal on the disposal of fixed assets by Henan Huanghe Cyclone Co., Ltd.;
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
The proposal needs to be submitted to the shareholders meeting for consideration.
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 evaded the voting on this motion.
Independent directors' opinions: The company's 2013 related party transactions (including excess part of the recall: 2013 daily related transactions, partly exceeded the expected main reason is that the company's main business scale continued to expand during the reporting period, thus to Beijing Huanghe Cyclone Xinna Technology Co., Ltd. increased the purchase of materials, which exceeded the forecast at the beginning of the year. The excess transaction price was in accordance with the relevant agreements signed and the 2014 related party transactions were expected to follow the objective, fair and fair trading principles. There is no internal violation of laws and regulations. The transaction strictly enforces the laws and regulations such as the Company Law, the Securities Law and the Shanghai Stock Exchange Listing Rules and the Articles of Association. There is no harm to the interests of the company and other non-related party shareholders, and it is agreed to submit to the shareholders meeting for consideration after the proposal has been reviewed and approved by the board of directors.
Voting results: 5 votes agree, 0 votes against, 0 abstentions.
The proposal needs to be submitted to the general meeting of shareholders for consideration by non-associated shareholders.
11. Proposal on holding the 2013 Annual General Meeting of Shareholders.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
Henan Huanghe Cyclone Co., Ltd.
April 2, 2014
Attachment: Resume
Qiao Qiusheng: Chinese nationality, male, Han nationality, member of the Communist Party of China, junior college culture, senior engineer, successively served as director of Henan Huanghe Abrasives Factory, deputy general manager and general manager of sales company, deputy general manager of Huanghe Diamond Division. The current chairman of Henan Huanghe Cyclone Co., Ltd.
Liu Jianshe: Chinese nationality, male, Han nationality, member of the Communist Party of China, master student, deputy director of the company's technology center in 1999; responsible for the diamond business department and deputy general manager of the company from 2000 to 2001; since 2002, he has served as Henan Huanghe Cyclone Director and General Manager of the company.
Xiaoliu Xiicoulang: Japanese, male, born on December 15, 1950; graduated from the National Ehime University in March 1973 with a major in engineering metallurgy, and entered Osaka Diamond Industry Co., Ltd. in April of the same year; in January 985, he worked as a saw blade division. Technical Engineer; In January 1989, he served as the Chief of the Technical Section of the Saw Blade Division; in January 2000, he served as the Director of the Saw Blade Division and the Director of the Shizuoka Manufacturing Institute; in June 2002, he served as the Director of the Joint Materials Co., Ltd.; In October, he served as the director of the saw blade department of United Diamond Co., Ltd.; in January 2007, he served as the managing director of United Diamond Co., Ltd. and the head of the business department of Soybean Manufacturing Co., Ltd.; and since January 2009, he has been the managing director of United Diamond Co., Ltd. On April 21, 2011, he served as a director of Henan Huanghe Cyclone Co., Ltd.
Xu Yongjie: Chinese nationality, male, Han nationality, member of the Communist Party of China, engineer, successively head of the team of Henan Huanghe Cyclone Co., Ltd., workshop director, production manager, manufacturing plant manager, diamond supply company manager, diamond third generation press engineering command Assistant, manager and manager of the command, diamond manufacturing division. He is currently the director and deputy general manager of Henan Huanghe Cyclone Co., Ltd. and the general manager of Diamond Company.
Zhang Yongjian: Chinese nationality, male, Han nationality, member of the Communist Party of China, accountant, from November 1998 to June 2001, served as deputy director of the company's finance department; from June 2001 to May 2002, he served as the company's finance minister; May 2002 So far, the company's director and chief financial officer.
Du Changhong: Chinese nationality, male, Han nationality, member of the Communist Party of China, university culture. Since July 1993, he has been working in Huanghe Company. He has served as deputy director of production department, assistant to sales company manager, director of Zhengzhou headquarters office, director of Changge headquarters office. Chairman of the Board of Directors, Director of the Office of the Chairman of the Board of Directors, etc., is currently Secretary of the Board of Directors and Deputy General Manager of Henan Huanghe Cyclone Co., Ltd.
Zhu Feng, Chinese nationality, male, born in January 1963, Han nationality, member of the Communist Party of China, Ph.D., senior engineer. He graduated from Huazhong University of Science and Technology in 1993 with a doctorate. He is currently the general manager of SINOMACH Precision Co., Ltd. and the chairman of Zhengzhou Abrasives Grinding Research Institute Co., Ltd. In April 2011, he participated in and passed the training of independent directors of the 16th listed company of Shanghai Stock Exchange, and obtained the qualification certificate of independent director.
Cheng Xianping, Chinese nationality, male, born in 1964, Han nationality, professor, master tutor. He is currently a professor at Henan University Law School and a master's tutor. He is a lecturer on the International Economic Law, the International Trade Law and the International Investment Law. He is also a legal advisor to the Zhengzhou Municipal Government, an arbitrator of the Zhengzhou Arbitration Commission, and Henan Chengwu. Lawyer's part-time lawyer, independent director of Henan Lianhua MSG (600186, shares) Co., Ltd., independent director of Anyang Iron and Steel Co., Ltd. (600569, shares). He is the author of "Research on the Legal System Reconstruction of Chinese Foreign Investment Enterprises", "Research on the Mechanism of Foreign Capital M&A Legal System", "International Economics", "Relativity of the Company's Limited Liability System" and many other works. In November 2010, he participated in and passed the training of independent directors of the 15th listed company of Shanghai Stock Exchange, and obtained the qualification certificate of independent director.
Fan Lotte, Chinese nationality, male, born in 1960, Han nationality, university degree, intermediate economist, certified public accountant, registered asset appraiser. In 1989, he graduated from Henan University of Finance and Economics (now Henan University of Economics and Law). He is currently the chief accountant and deputy director of Henan Yuehua Certified Public Accountants Co., Ltd. and the registered asset appraiser of Henan Yuehua Assets Appraisal Co., Ltd. In August 2006, he participated in and passed the training of independent directors of the 15th listed company of Shanghai Stock Exchange, and obtained the qualification certificate of independent director.
Stock code: 600172 Stock abbreviation: Yellow River Cyclone Code: Pro 2014–011
Henan Huanghe Cyclone Co., Ltd.
Announcement on Resolutions of the Fourteenth Meeting of the Fifth Board of Supervisors
The Supervisory Committee and all supervisors 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 14th meeting of the 5th Supervisory Committee of Henan Huanghe Cyclone Co., Ltd. was notified by e-mail on March 23, 2014, and was held at 9:00 am on April 2, 2014 in the conference room on the second floor of the company. 3 people, actually 3 people, this meeting is in line with the relevant provisions of the "Company Law" and "Articles of Association", the meeting was chaired by Mr. Ma Xianjun, Chairman of the Board of Supervisors. The meeting reviewed and approved the following matters:
1. The “2013 Annual Report and Summary†was reviewed and approved;
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
The company's board of supervisors conducted a serious and rigorous review of the company's 2013 annual report prepared by the board of directors in accordance with the provisions of Article 68 of the Securities Law and the relevant requirements of the Company's Information Disclosure Content and Format Guidelines No. 2 of the Public Offering of Securities. The review comments are as follows:
1. The preparation and review procedures of the company's 2013 annual report are in compliance with laws, regulations, the company's articles of association and the company's internal management system;
2. The content and format of the company's 2013 annual report are in compliance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. The information contained therein truly reflects the company's 2013 management and financial status in all aspects.
3. Before the Board of Supervisors submitted this opinion, it was found that the persons involved in the preparation and review of the 2013 annual report had violated the confidentiality provisions.
It is agreed to submit the 2013 annual report to the shareholders meeting for consideration.
2. The “Work Report of the 2013 Supervisory Committee of the Company†was reviewed and approved;
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
The company's board of supervisors believes that:
1. In the company's business activities in 2013, the company's directors and senior management personnel conducted operations and management in accordance with the relevant laws and regulations such as the Company Law, and did not violate laws, regulations, the Articles of Association or harm the interests of the company.
2. Understand the audit opinions issued by Ruihua Certified Public Accountants and the matters involved, and believe that the financial accounting reports audited by them have truly reflected the company's financial status and operating results.
3. During the reporting period, the related transactions occurred by the Company were executed in accordance with the relevant connected transaction agreements. The pricing was fair and reasonable, and no damage was found to the interests of the Company and the shareholders.
III. The “Proposal on the Reelection of the Board of Supervisors of the Company†was reviewed and approved.
According to the relevant provisions of the "Company Law" and "Articles of Association", the term of the current Supervisory Committee is about to expire, the Board of Supervisors nominates Ma Xianjun as the candidate for the sixth shareholder representative supervisor, and the shareholder representative supervisor needs to report to the shareholders meeting for deliberation;
Voted by the Workers' Congress of Henan Huanghe Cyclone Co., Ltd., and elected Pang Wenlong and Qiao Xinfeng as employee representative supervisors (attached resume).
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
4. The “Proposal on the Profit Distribution of the Company for 2013†​​was reviewed and approved.
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
V. The “Proposal on Disposal of Fixed Assets of Henan Huanghe Cyclone Co., Ltd.†was considered and approved.
Voting results: 3 votes agree, 0 votes against, 0 abstentions.
6. The “Proposal on the Implementation of Daily Related Transactions in 2013 (including Excessive Partial Recognition) and the Estimation of Daily Related Transactions in 2014†was reviewed and approved;
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
Henan Huanghe Cyclone Co., Ltd. Supervisory Committee
April 2, 2014
resume:
Ma Xianjun: Chinese nationality, male, Han nationality, college culture, graduated from the Department of Political Education of Hefei Education College, and served as deputy director of Henan Huanghe Cyclone Co., Ltd. Office. He is currently the supervisor of Henan Huanghe Cyclone Co., Ltd. and the director of the chairman's office.
Pang Wenlong: Chinese nationality, male, Han nationality, member of the Communist Party of China, assistant engineer, bachelor degree, graduated from Henan University of Economics and Law. He joined the company in July 2006 and has served as the director of the office of some super-hard materials business and assistant to the factory manager of the business. He is currently the director of the headquarters office of Henan Huanghe Cyclone Co., Ltd.
Qiao Xinfeng: Chinese nationality, male, Han nationality, member of the Communist Party of China, bachelor degree, graduated from Henan University. He joined the company in 2000 and has served as the director of the company's superhard materials business office and the director of the comprehensive office of the business department. He is currently the head of the human resources department of the company.
Stock code: 600172 Stock abbreviation: Yellow River Cyclone Code: Pro 2014–012
Henan Huanghe Cyclone Co., Ltd.
About the implementation of daily related party transactions in 2013
(including excess part of the ratification)
And the announcement of the expected daily related party transactions in 2014
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.
According to the "Stock Listing Rules", any daily connected transactions of the company shall be concluded in writing with the related parties, and submitted to the board of directors and the general meeting of shareholders for consideration according to the respective transactions of the board of directors and the shareholders' meeting according to the transaction amount involved in the agreement. The related transactions reviewed at the twelfth meeting of the fifth board of directors of the company are as follows:
I. Introduction and related relationship of related parties
1, the basic situation
(1) Henan United Cyclone Diamond Co., Ltd.: Established in October 2002 with a registered capital of 5.6 million US dollars, registered at No. 200 Renmin Road, Gezhou City, the legal representative of Shimaoka Hiroshi, the business scope includes: diamond saw blades of various specifications. , diamond head, diamond bit, diamond bead saw, row saw and other diamond tools for stone and civil engineering production and sales, technical services; research and development of new products
(2) Henan United Cyclone Diamond Grinding Wheel Co., Ltd.: Established in February 2004 with a registered capital of 1.7 million US dollars, registered in Changzhou City, 200 Renmin Road, the legal representative of Shimaoka Hiroshi, business scope includes: resin binder, metal bond Production, sales, technical services, research and development of new products for diamond tools such as ceramic bond, electroplated diamond wheel and CBN grinding wheel and roller dressing.
(3) Beijing Huanghe Cyclone Xin Naida Technology Co., Ltd.: Established in September 2005 with a registered capital of 1.2 million US dollars, registered in Daxing District, Beijing, legal representative Qiao Qiusheng, business scope includes: research, development, production of synthetic diamond and For the synthesis of synthetic diamond powder materials; sales of self-produced products.
(4) Henan Huanghe Cyclone International Co., Ltd.: Established in April 2006 with a registered capital of 20 million yuan; registered address: A-2 Blue Code Diwang Building, CBD, Zhengdong New District, Zhengzhou City; legal representative Qiao Qiusheng. Business Scope: Engaged in business and technical services after the entry and exit of goods and technology.
(5) Henan Yellow River Civil Air Defense Equipment Co., Ltd.: Established in June 2003 with a registered capital of RMB 5 million and registered land of No. 200 Renmin Road, Gezhou City. The legal representative is Qiu Qiusheng. The business scope includes: civil air defense engineering protective equipment and chemical protection equipment. Production, sales and installation of electromagnetic pulse series protection equipment and its ancillary products (except for projects with special approval in the country).
(6) Changge Huanghe Electric Co., Ltd.: Established in August 2002, the registered capital is RMB 1.6 million. The registered land is No. 200 Renmin Road, Gecheng District. The legal representative is Cao Qingzhong. The business scope includes: high and low voltage electrical appliances and electronic instrumentation. Manufacturing and sales of super-hard material production equipment (the above refers to the management of special documents with approval documents).
(7) Japan United Materials Co., Ltd.: Established in August 1938, the registered office is No. 5, No. 5, Ueno, Kita-ku, Taito-ku, Tokyo, Japan. Its main business includes diamond tools, metal processed products, powder metallurgy products, and real estate trade.
(8) Henan Xuhe Vehicle Co., Ltd.: Established in February 1996 with a registered capital of 87.95 million yuan, registered in the northern section of Zhonghua Avenue, Changge City, legal representative Qiao Qiusheng, business scope includes: production and sales of special vehicles and parts .
2. The relationship between the above related parties and the company
(1) Henan United Cyclone Diamond Co., Ltd., the company has a 30% equity joint venture.
(2) Henan United Cyclone Diamond Wheel Co., Ltd., the company has a 19% equity joint venture.
(3) Beijing Huanghe Cyclone Xinnaida Technology Co., Ltd., the company has a 45% equity joint venture.
(4) Henan Huanghe Cyclone International Co., Ltd. is a wholly-owned subsidiary of the company.
(5) Henan Yellow River Civil Air Equipment Co., Ltd. and the company are controlled by Henan Huanghe Industrial Group Co., Ltd.
(6) Changge Huanghe Electric Co., Ltd. is a joint venture of 50% of Henan Huanghe Industrial Group Co., Ltd.
(7) Japan United Materials Co., Ltd. is a foreign shareholder of the Company and holds 7.479% of the shares of the Company.
(8) Henan Xuhe Vehicle Co., Ltd. and the company are controlled by Henan Huanghe Industrial Group Co., Ltd.
Second, the daily related transactions in 2013
Unit: 10,000 yuan
Related party name
Transaction Type
Transaction content
Pricing method
Actual amount in 2013 (10,000 yuan, including tax)
Estimated total amount in 2013 (10,000 yuan, including tax)
Beijing Huanghe Cyclone Xin Naida Technology Co., Ltd.
Purchase goods
purchase materials
market price
26,911
24,000
Henan United Cyclone Diamond Co., Ltd.
Purchase goods
purchase materials
market price
113
100
Henan United Cyclone Diamond Wheel Co., Ltd.
Purchase goods
purchase materials
market price
2
Henan Huanghe Civil Defense Equipment Co., Ltd.
Purchase goods
purchase materials
market price
1
Changge Huanghe Electric Co., Ltd.
Purchase goods
purchase materials
market price
Changge Huanghe Electric Co., Ltd.
Purchase goods
Purchase products
market price
Henan Xuhe Vehicle Co., Ltd.
Purchase goods
Van transporter
market price
9
Subtotal
27,037
24,100
Henan Huanghe Cyclone International Co., Ltd.
Sales of goods
Sales of goods
market price
902
2,000
Beijing Huanghe Cyclone Xin Naida Technology Co., Ltd.
Sales of goods
Sales of goods
market price
96
Henan United Cyclone Diamond Co., Ltd.
Sales of goods
Sales of goods
market price
258
250
Henan United Cyclone Diamond Wheel Co., Ltd.
Sales of goods
Sales of goods
market price
11
Henan Huanghe Civil Defense Equipment Co., Ltd.
Sales of goods
Sales of goods
market price
0
Changge Huanghe Electric Co., Ltd.
Sales of goods
Sales of goods
market price
5
Japan United Materials Corporation
Sales of goods
Sales of goods
market price
130
150
Changge Huanghe Electric Co., Ltd.
Providing services
Processing fee
market price
1
Henan United Cyclone Diamond Co., Ltd.
Providing services
Processing fee
market price
4
Henan Huanghe Civil Defense Equipment Co., Ltd.
Providing services
Provide electricity
market price
10
Changge Huanghe Electric Co., Ltd.
Providing services
Provide electricity
market price
3
Henan United Cyclone Diamond Co., Ltd.
Providing services
Provide electricity
market price
1
Henan United Cyclone Diamond Wheel Co., Ltd.
Providing services
Provide electricity
market price
2
Subtotal
1,423
2,400
total
28,460
26,500
The total amount of connected transactions in 2013 is estimated to be 265 million yuan, and the actual amount is 284.60 million yuan, an increase of 19.6 million yuan over the expected amount, accounting for 107.39% of the total estimated amount. The main reason is that the main business of the company during the reporting period was The scale has been continuously expanded, and the purchase of materials for Beijing Huanghe Cyclone Xinnada Technology Co., Ltd. has increased, exceeding the forecast at the beginning of the year. The transaction price of the excess portion strictly follows the relevant agreements signed, without damaging the interests of the company and shareholders.
Third, 2014 daily related party transactions are expected
According to the company's operation, it is estimated that the daily related transactions in 2014 are as follows:
Unit: 10,000 yuan
Related party name
Transaction Type
Transaction content
Estimated total amount in 2014 (10,000 yuan, including tax)
Beijing Huanghe Cyclone Xin Naida Technology Co., Ltd.
Purchase goods
market price
30,000
Henan United Cyclone Diamond Co., Ltd.
Purchase goods
market price
100
Subtotal
30,100
Henan Huanghe Cyclone International Co., Ltd.
Sales of goods
market price
2,000
Henan United Cyclone Diamond Co., Ltd.
Sales of goods
market price
180
Japan United Materials Corporation
Sales of goods
market price
150
Subtotal
2,330
total
32,430
Fourth, pricing policy and pricing basis
The pricing basis of all related transactions of the Company is the market price, and no market price is determined by the parties to the transaction.
V. The purpose of the transaction and the impact of the transaction on the listed company
The daily related transactions of the company mainly involve purchasing various raw and auxiliary materials and selling products from related parties. These related transactions can fully share and complement resources between the company and its affiliates, enabling the company to maximize the company's interests while reducing or saving unnecessary investment. These related transactions are expected to exist for a long period of time. The company implements a series of measures including bidding and price comparison system to ensure that transactions are conducted under open, fair and fair market principles, thereby maximizing the protection of the company and all shareholders.
VI. Review procedures
1. Board voting and related directors' avoidance
The 12th meeting of the 5th Board of Directors reviewed the company's daily related party transactions in 2013 and the daily related party transactions in 2014. The voting directors Qiao Qiusheng, Liu Jianshe, Xu Yongjie and Zhang Yongjian avoided voting.
2. Independent directors expressed their opinions on the daily connected transactions in 2013
The implementation of the company's related party transactions in 2013 (including excess part of the recognition: the daily related transactions in 2013, partly exceeded the expected main reason is that the company's main business scale continued to expand during the reporting period, thus purchasing from Beijing Huanghe Cyclone Xinnada Technology Co., Ltd. The increase in material expenditure exceeded the forecast at the beginning of the year. The excess transaction price was in accordance with the relevant agreements signed and the 2014 related party transactions were expected to follow the objective, fair and equitable trading principles. There were no internal transactions that violated laws and regulations and were strictly enforced. Laws and Regulations such as the Company Law, the Securities Law and the Shanghai Stock Exchange Listing Rules and the Articles of Association. There is no harm to the interests of the company and other non-related party shareholders, and it is agreed to submit to the shareholders meeting for consideration after the proposal has been reviewed and approved by the board of directors.
3. Related party transactions are subject to the approval of the company's general meeting of shareholders. Relevant shareholders who are interested in such related transactions will waive the right to vote on relevant matters at the shareholders' meeting.
VII. Signing of related party transaction agreements
On April 16, 2007, the company signed the "Product Export Framework Agreement" with Henan Huanghe Cyclone International Co., Ltd., and the company signed a contract with Henan United Cyclone Diamond Co., Ltd., Henan United Cyclone Diamond Wheel Co., Ltd. and Henan Huanghe Civil Defense Equipment Co., Ltd. Purchase and Sale Framework Agreement. On January 6, 2009, the company signed the "Product Purchase and Sale Framework Agreement" with Beijing Huanghe Cyclone Xinnada Technology Co., Ltd.
The above agreement takes effect on the date of signature and seal by both parties to the transaction and is valid for one year. If the two parties have no objection, the agreement will be automatically extended.
Eight, for reference file directory: related agreements
Henan Huanghe Cyclone Co., Ltd.
April 2, 2014
Stock code: 600172 Stock abbreviation: Yellow River Cyclone Code: Pro 2014–013
Henan Huanghe Cyclone Co., Ltd.
Proposal on holding 2013 Annual General Meeting
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.
Shareholders:
The company plans to hold the 2013 Annual General Meeting on April 23, 2014 (Wednesday). The specific matters of the shareholders' meeting are as follows:
(1) Basic information of the meeting
1. Convener: The fifth board of directors of the company
2. The time of the shareholders' meeting:
(1) On-site meeting time: 10:00 am on Wednesday, April 23, 2014, half-day of the meeting; in order to ensure that the meeting is held on time, the on-site registration time is at 5:30 pm on April 12, 2013.
(2) Online voting time: Wednesday, April 23, 2014, 9:30-11:30, 13:00-15:00.
3. Equity registration date: April 18, 2014 (Friday)
4. On-site meeting venue: 2nd floor conference room, No. 200 Renmin Road, Changge City, Henan Province
5. Voting method: a combination of on-site voting and online voting. The company will provide online voting platform to the company's shareholders through the trading system of the Shanghai Stock Exchange. The shareholders of the company can exercise voting rights through the above system within the online voting time.
6. Voting rules:
This general meeting of shareholders provides two voting methods: on-site voting and online voting. The same share can only choose one of the voting methods in the on-site voting or online voting, and cannot vote repeatedly. Shareholders can exercise their voting rights through the trading system of the Shanghai Stock Exchange during the online voting time. If the same share is repeatedly voted through on-site and online methods, the result of the first vote shall prevail.
(2) Matters considered at the meeting:
1. The company's 2013 annual report and summary;
2. The company's 2013 annual work report of the board of directors;
3. The work report of the 2013 Supervisory Committee of the company;
4. Proposal on the reelection of the board of directors of the company;
5. The company's proposal on the profit distribution for 2013;
6. The company's proposal to renew the recruitment of Ruihua Certified Public Accountants and pay their remuneration;
7. Proposal on the disposal of fixed assets by Henan Huanghe Cyclone Co., Ltd.;
8. 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;
(3) Objects attended by the meeting:
1. As of the close of trading on April 18, 2014 (Friday), all shareholders of the Company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch;
2. The company's directors, supervisors, senior management personnel and witness lawyers hired by the company;
3. Shareholders who are unable to attend for any reason may entrust an agent to attend in writing, and the form of the power of attorney is attached.
(4) Registration items of the meeting:
1. Registration method:
(1) On-site registration procedures
Individual shareholders who attend the meeting in person shall present their ID card or other valid certificates or certificates and stock account cards that can indicate their identity; if they entrust another person to attend the meeting, they shall present their valid identity documents and the power of attorney of the shareholders. The legal person shareholder shall be represented by the legal representative or an agent entrusted by the legal representative. Where the legal representative attends the meeting, he shall present his/her ID card and a valid certificate proving that he has the legal representative qualification; if the agent is present at the meeting, the agent shall present his/her ID card and the legal representative of the legal person shareholder to issue the legal representative. Written power of attorney. Foreign shareholders can register by letter or fax. Shareholders registered by fax should leave a contact number to contact.
(2) Notes on online voting registration:
If a securities investment fund participates in the online voting of the company's general meeting of shareholders, it shall submit the shareholder account for online voting to the Shanghai Stock Exchange Information Network Co., Ltd. within two working days after the equity registration date; the other shareholders of the company may use the trading system to directly conduct online voting. There is no need to register in advance.
2. Registration time: April 21, 2014, April 22, 8:30-11:30 am, 14:00-17:00 pm, overdue will not be accepted.
3. Registration place: The securities department on the first floor of the company office building.
4. Contact information:
Address: No. 200, Renmin Road, Changge City, Henan Province
Zip code: 461500
phone
fax
Contact: Li Huikun
5. Other matters: The room and board expenses and transportation expenses of the shareholders and agents attending the meeting shall be self-care.
Annex 1: Operational procedures for shareholders to participate in online voting
Annex II: Power of Attorney
Annex I:
Operation process of shareholders participating in online voting
1. The voting time of this meeting through the Shanghai Stock Exchange trading system is from 9:30 am to 11:30 am on April 23, 2014, and from 13:00 to 15:00 pm, the voting procedure is based on the new shares of the Shanghai Stock Exchange. Purchase business operations.
Second, the voting code: 738172; voting short name: Yellow River vote
Third, the specific procedures for shareholders to vote are:
1. The direction of buying and selling is to buy stocks.
2. Under the “Entrusted Priceâ€, fill in the sequence number of the motions that need to be voted at this meeting, 99.00 yuan represents the general proposal, 1.00 yuan represents the motion 1, 22.0 yuan represents the motion 2, and 3.00 yuan represents the motion 3, analogy. The sequence number of the motions that need to be voted on at this meeting and the corresponding declaration prices are as follows:
Serial number
Bill name
Declared price
Voting opinion
agree
Oppose
Abstain
General motion
Represents all of the following motions 1 to 8
99.00 yuan
1 share
2 shares
3 shares
1
Company's 2013 annual report and summary;
1.00 yuan
1 share
2 shares
3 shares
2
Company's 2013 annual work report of the board of directors;
2.00 yuan
1 share
2 shares
3 shares
3
The 2013 work report of the company's supervisory committee;
3.00 yuan
1 share
2 shares
3 shares
4
Proposal on the reelection of the board of directors of the company;
4.00 yuan
1 share
2 shares
3 shares
5
The company's proposal on the profit distribution for 2013;
5.00 yuan
1 share
2 shares
3 shares
6
The company's proposal to renew Ruihua Certified Public Accountants and pay its remuneration;
6.00 yuan
1 share
2 shares
3 shares
7
Proposal on the disposal of fixed assets by Henan Huanghe Cyclone Co., Ltd.;
7.00 yuan
1 share
2 shares
3 shares
8
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;
8.00 yuan
1 share
2 shares
3 shares
4. Submit a voting opinion under the “number of entrusted sharesâ€, one share representative agrees, two representatives stand against, and three share representatives abstain.
Type of voting opinion
Corresponding number of declared shares
agree
1 share
Oppose
2 shares
Abstain
3 shares
V. Notice of voting
1. There are multiple proposals to be voted at this meeting. Shareholders can decide the voting order of the proposals according to their wishes. Voting declarations may not be withdrawn.
2. You cannot vote on the same item multiple times, and there are multiple votes (including on-site voting, entrusted voting, and online voting), whichever is the first.
3. When there are multiple voting items in this meeting, if the shareholders only vote on the Internet for a certain or certain proposals, they shall be deemed to be present at the meeting. The voting rights held by them shall be included in the calculation of the voting rights held by the shareholders attending the meeting. If the shareholder does not vote or the voting does not meet the requirements of the "Detailed Rules for the Implementation of the Online Voting of the Shareholders' Meeting of the Shanghai Stock Exchange Listed Companies", it shall be handled in accordance with the waiver.
4. Due to the limitation of the online voting system, the company will only be able to set up an online voting window for this meeting and can only provide an online voting opportunity to A-share shareholders.
5. During the online voting period, if the voting system encounters the impact of a sudden major event, the progress of this meeting will be notified in accordance with the same day.
Annex II:
Henan Huanghe Cyclone Co., Ltd.
Power of attorney for the 2013 Annual General Meeting
I hereby entrust Mr. (Ms.) to attend the 2013 Annual General Meeting of Shareholders of Henan Huanghe Cyclone Co., Ltd. on behalf of myself (the unit) and exercise the voting rights on the resolutions of the meeting in accordance with the following instructions.
Serial number
Bill name
Voting opinion
agree
Oppose
Abstain
General motion
Represents all of the following motions 1 to 8
1
Company's 2013 annual report and summary;
2
Company's 2013 annual work report of the board of directors;
3
The 2013 work report of the company's supervisory committee;
4
Proposal on the reelection of the board of directors of the company;
5
The company's proposal on the profit distribution for 2013;
6
The company's proposal to renew Ruihua Certified Public Accountants and pay its remuneration;
7
Proposal on the disposal of fixed assets by Henan Huanghe Cyclone Co., Ltd.;
8
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;
The trustee’s authorization instruction to the trustee shall be subject to “√†in the box below “Yesâ€, “No†or “Abstainâ€. There shall be no multiple authorization instructions for the same motion. If the client does not give specific instructions on the voting on the relevant proposal or has multiple authorization instructions for the same proposal, the trustee may, at his discretion, decide to vote on the above proposal or the motion with multiple authorization instructions.
Signature of the principal (seal by the unit): Signature of the trustee:
Trustee ID number: Trustee ID number:
Client contact number: Trustee contact number:
Client's shareholder account number: The amount of the client's shareholding:
Date of commission: 2014 day and day
(The clipping, copy or self-made of this power of attorney is valid)
Henan Huanghe Cyclone Co., Ltd.
April 2, 2014
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