The whirlwind of the Yellow River: Announcement on the resignation of independent director Zhu Feng
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Securities abbreviation: Yellow River whirlwind
No.: Pro 2014-027
Announcement of Henan Huanghe Cyclone Co., Ltd. on the resignation of independent directors
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 board of directors of Henan Huanghe Cyclone Co., Ltd. (hereinafter referred to as “the companyâ€) recently received a written resignation report submitted by Mr. Zhu Feng, an independent director of the company. Mr. Zhu Feng applied for resignation as an independent director of the company for personal reasons, and resigned as the chairman of the nomination committee of the company's board of directors. Member of the Strategy Committee, Remuneration and Appraisal Committee. After resigning, Mr. Zhu Feng no longer holds any position in the company.
Due to the resignation of Mr. Zhu Feng, the company’s independent directors are less than one-third of the board members. According to the “Guiding Opinions on Establishing an Independent Director System in Listed Companiesâ€, Mr. Zhu Feng’s resignation application will be elected by the new independent director at the company’s general meeting. Before the vacancy, it will take effect. Prior to this, Mr. Zhu Feng continued to perform his duties in accordance with the relevant provisions of laws, administrative regulations and the Articles of Association. The board of directors of the company will complete the by-election of independent directors as soon as possible in accordance with relevant regulations.
The company's board of directors expressed sincere gratitude to Mr. Zhu Feng for his contribution to the company during his tenure!
Special announcement.
May 30, 2014
Securities abbreviation: Yellow River whirlwind
Announcement No.: Pro 2014-028
Announcement on Resolutions of the Second Extraordinary Meeting of the Sixth Board of Directors of Henan Huanghe Cyclone
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 notice of the second extraordinary meeting of the sixth board of directors of Henan Huanghe Cyclone Co., Ltd. (hereinafter referred to as “the companyâ€) was sent by fax and e-mail on May 27, 2014, at 10:00 am on May 30, 2014. Held by communication. The meeting was chaired by Chairman Qiao Qiusheng. The meeting should be attended by 9 directors and 9 directors. The meeting was in compliance with the provisions of the "Company Law" and the "Articles of Association". After careful consideration by the participating directors, the following proposals were passed by means of communication voting:
I. The “Proposal on Nominating Mr. Gao Wensheng as Independent Director of the Sixth Board of Directors of the Company†was considered and approved.
The board of directors of the company recently received a written resignation report submitted by Mr. Zhu Feng, an independent director of the company. Mr. Zhu Feng applied for resignation as an independent director of the company for personal reasons, and resigned as chairman of the nomination committee of the company's board of directors, member of the strategy committee, and member of the remuneration and appraisal committee.
Due to the resignation of Mr. Zhu Feng, the company’s independent directors are less than one-third of the board members. According to the “Guiding Opinions on Establishing an Independent Director System in Listed Companiesâ€, Mr. Zhu Feng’s resignation application will be elected by the new independent director at the company’s general meeting. Before the vacancy, it will take effect. Prior to this, Mr. Zhu Feng continued to perform his duties in accordance with the relevant provisions of laws, administrative regulations and the Articles of Association. In order to protect the normal operation of the company's board of directors, Mr. Gao Wensheng was nominated as a candidate for the independent director of the sixth board of directors in accordance with relevant regulations. (Mr. Gao Wensheng's resume is attached)
The independent director of the company issued an independent opinion on this: agreed to nominate Mr. Gao Wensheng as the candidate for the independent director of the sixth board of directors of the company, submitted it to the board of directors of the company for deliberation, and after being approved by the board of directors, submitted it to the general meeting for voting.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
The proposal still needs to be submitted to the shareholders meeting for consideration.
Second, deliberation and approval of the "Proposal on Changing the Business Scope of the Company"
In accordance with the requirements of the State Administration for Industry and Commerce on the issue of issues related to the opening of new business licenses and the requirements of the Henan Administration for Industry and Commerce, the company has adjusted its business scope.
The company's original business scope is: synthetic diamond, synthetic diamond abrasive grinding and other diamond products, construction and decoration grinding equipment; technical services related to the above business scope, operating the import and export business of the company's own products and related technologies The import business of raw and auxiliary materials, instrumentation, machinery and equipment, spare parts and related technologies required for the production and scientific research of the enterprise (except for goods and technologies that are restricted by the state and the state prohibiting import and export); "Three to one supplement" business. Production, installation and sale of tower cranes.
The adjusted business scope is: synthetic diamond, synthetic diamond abrasive grinding and other diamond products, metal powder, building decoration grinding tools, motors; technical services related to the above business scope, operating the company's own products and related Import and export business of technology; import of raw and auxiliary materials, instrumentation, machinery and equipment, spare parts and related technologies required for the production and scientific research of the enterprise (except for goods and technologies that are restricted by the state and prohibited by the state); Operating feed processing and "three to one supplement" business. Production, installation and sale of tower cranes.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
The proposal still needs to be submitted to the shareholders meeting for consideration.
III. Review and approve the Proposal on Changing the Business Period of the Company
In accordance with the Notice of the State Administration for Industry and Commerce on the Issues Concerning the Activation of the New Business License and the Articles of Association, the company shall apply to the competent industrial and commercial registration authority for a change of business period, renew a new business license, and operate according to the relevant regulations of the local industrial and commercial administration. The business period specified in the license is subject to the actual approval of the industry and commerce administration authority. Since the company's articles of association stipulate that the company is a permanent company, the change of business period in this business license does not involve changes in the Articles of Association. The change of the business period in this business license shall be subject to the actual approval of the industrial and commercial administration.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
The proposal still needs to be submitted to the shareholders meeting for consideration.
Fourth, deliberation and approval of the "Proposal on Amending the Articles of Association"
Due to the adjustment of the business scope of the company's business license, it is necessary to amend the corresponding articles in the company's articles of association, as follows:
The original Article 13 is registered according to law, the company's business scope: synthetic diamond, synthetic diamond abrasive grinding and other diamond products, construction and decoration grinding equipment; technical services related to the above business scope, operating the company's own products Import and export business of related technologies; import and export business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and related technologies required for the production and scientific research of the enterprise (national limited company operations and national banned import and export goods and technologies) Except); operating incoming materials processing and “three to one supplement†business; production, installation and sales of tower cranes.
It is changed to: Article 13 is registered according to law, the company's business scope: synthetic diamond, synthetic diamond abrasive grinding and other diamond products, metal powder, building decoration grinding tools, motors; technology related to the above business scope Services, business of import and export of self-produced products and related technologies of the enterprise; import of raw and auxiliary materials, instrumentation, machinery and equipment, spare parts and related technologies required for the production and scientific research of the enterprise (national limited company operation and country) Except for goods and technologies that are prohibited from importing and exporting); operating feed processing and “three to one supplement†business. Production, installation and sale of tower cranes.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
The proposal still needs to be submitted to the shareholders meeting for consideration.
V. The “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Relevant Matters Concerning the Change of Business License and Articles of Associationâ€
The board of directors intends to submit to the general meeting of shareholders to authorize the board of directors to handle the specific changes related to the change of business license and the company's articles of association within the scope of relevant resolutions of the board of directors.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
The proposal still needs to be submitted to the shareholders meeting for consideration.
VI. The “Proposal on the Company's First Extraordinary General Meeting of 2014†was reviewed and approved.
The company will notify the company of the notice of the general meeting.
Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.
May 30, 2014
Attachment: Resume
Gao Wensheng, Chinese nationality, male, Han nationality, member of the Communist Party of China, bachelor degree, professor-level senior engineer, served as vice president of Henan Technology Property Exchange from 2002 to 2004, and served as secretary general and vice chairman of Henan Mechanical Engineering Society since 1995 Since 2013, he has served as the deputy director of the Henan Provincial Machinery Industry Vocational Education School-Enterprise Cooperation Committee. He has been awarded the Henan Science and Technology Progress Award for many times and was named as an advanced worker of the Henan Science and Technology Association and an advanced worker of the China Science and Technology Association.