Announcement of Resolutions of the First Extraordinary Meeting of the Fifth Board of Directors of the Yellow River Cyclone in 2012

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 first temporary meeting of the fifth board of directors of Henan Huanghe Cyclone Co., Ltd. (referred to as the company and the company) was notified by fax and mail on May 9, 2012, and was held on-site plus communication. It will be held on the morning of May 12, 2012 (Saturday) in the conference room on the second floor of the company. The meeting should go to nine directors, and actually seven people. The two directors voted by means of communication. 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:

I. Review and approve the Proposal on the Company's Compliance with the Conditions for Issuing Corporate Bonds

According to the relevant provisions of the "Company Law of the People's Republic of China", the "Securities Law of the People's Republic of China" and the "Pilot Measures for the Issuance of Corporate Bonds" and other regulatory documents, the company carried out the qualifications and related conditions for the issuance of corporate bonds by listed companies. According to the self-examination, the company believes that the company meets the conditions for issuing corporate bonds and is qualified to issue corporate bonds.

1. The company's production and operation are in compliance with laws, administrative regulations and the company's articles of association, in line with national industrial policies.

2. The company's internal control system is sound, and there are no major defects in the integrity, rationality and effectiveness of the internal control system.

3. The credit rating of the credit rating agency is good.

4. As of March 31, 2012, the company's net assets (attributable to the owner's equity of the parent company) was 186,486,1220.05 yuan. It is in compliance with the provisions of the Securities Law and the Pilot Measures for the Issuance of Corporate Bonds. The net assets of a company limited by shares are not less than RMB 30 million.

5. The total amount of corporate bonds issued this time does not exceed RMB 700 million (including 700 million yuan). As of now, the company's corporate bond balance is zero. After the issuance, the issuer's accumulated corporate bond balance does not exceed the issuer's deadline. 37.54% of the net assets on March 31, in line with the Securities Act and the “Guidelines for the Issuance of Corporate Bonds”, the cumulative bond balance does not exceed 40% of the company’s net assets.

6. The company's operating performance is good. In the last three years (2009-2011), the company continued to make profits. 2009, 2010, 2011 (three years of the company's net profit are 21961562.50, 63244672.89, 130821931.60, three-year average profit is 72009388.99 yuan. The company's average distributable profit in the last three years is enough to pay for the issuance of corporate bonds for one year. Interest is in line with the Securities Act and the Pilot Measures for the Issuance of Corporate Bonds. The average distributable profit for the last three years is sufficient to cover the interest of corporate bonds for one year.

7. The total amount of corporate bonds issued this time does not exceed RMB 700 million (including RMB 700 million). It is intended to repay bank loans, optimize the company's debt structure and supplement the company's liquidity, and improve the company's capital position. The funds raised are in line with national industrial policies.

8. The bonds issued this time are fixed-rate bonds. The coupon rate is fixed during the duration of the bond. The coupon rate will be determined by the company and the lead underwriter in accordance with the relevant laws and regulations of the state according to the market inquiry results. Therefore, the interest rate of the interest rate bonds of the corporate bonds issued this time is in line with the Securities Law and the “Guidelines for the Issuance of Corporate Bonds” regarding the interest rate level not exceeding the limit set by the State Council.

9. The funds raised by the company's public issuance of corporate bonds are used to repay bank loans, optimize the company's debt structure and supplement the company's liquidity, improve the company's capital status, etc. There is no compensation for losses and non-productive expenses.

10. The company does not have the “Measures for Piloting Corporate Bond Issuance” regarding the non-issuance of corporate bonds:

(1) There are false records in the company's financial accounting documents in the last thirty-six months, or other major illegal acts of the company;

(2) There are false records, misleading statements or major omissions in the application documents for this issuance;

(3) The fact that the issued corporate bonds or other debts have defaulted or delayed payment of principal and interest is still in a continuing state;

(4) Other circumstances that seriously damage the legitimate rights and interests of investors and the public interest.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

This proposal needs to be submitted to the company's general meeting of shareholders for consideration and voting.

Second, deliberation and approval of the "Proposal on the Company's Issuance of Corporate Bonds"

1. Scale of issuance

The total amount of corporate bonds issued this time does not exceed RMB 700 million (including 700 million yuan). The specific issuance scale is submitted to the general meeting of shareholders to authorize the board of directors to determine within the above-mentioned scope.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

2. Arrangements for placing shares with company shareholders

The issuance of corporate bonds can be placed to the company's shareholders. The specific placing arrangements (including whether the placing, placing ratio, etc.) are submitted to the general meeting of shareholders to authorize the board of directors to determine the market conditions at the time of issue and the specific issues of the issue, and disclose them in the bond prospectus.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

3. Bond interest rate

The bonds issued this time are fixed-rate bonds. The coupon rate is fixed during the duration of the bond. The coupon rate will be determined by the company and the lead underwriter in accordance with the relevant laws and regulations of the state according to the market inquiry results.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

4. Bond variety and term

The term of the corporate bonds issued this time is not more than 5 years (including 5 years). It can be a single-term variety or a mixed variety with multiple maturities. The specific period composition and the issuance scale of each term are submitted to the shareholders meeting to authorize the board of directors. Relevant regulations and market conditions are determined and disclosed in the “Prospectus” of this corporate bond.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

5. Guarantee method

The bonds are not guaranteed.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

6, debt service arrangements

The bonds are interest-bearing on a per-year basis, excluding compound interest, no interest-bearing overdue, interest payments once a year, maturity and repayment, and the final interest is paid with the redemption of the principal.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

7. Use of raised funds

The proceeds from the issuance of corporate bonds are intended to repay part of the bank loans, optimize the company's debt structure and supplement the company's liquidity, and improve the company's capital position. The company's general meeting of shareholders is requested to authorize the board of directors to decide the amount and proportion of funds raised to repay the borrowings and replenish the working capital according to the actual financial situation of the company.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

8, the distribution method

The bond issuance adopts a combination of online public offering for public investors and online distribution to institutional investors.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

9. Proposed listing place

After the implementation of this issuance, the company will apply to the Shanghai Stock Exchange for the listing of corporate bonds on the premise of meeting the listing conditions.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

10. Validity of the resolution

The resolution of the general meeting of shareholders of this offering is valid for 12 months from the date of approval by the general meeting of shareholders.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

The above proposals still need to be submitted to the shareholders meeting for review and approval to the China Securities Regulatory Commission for approval. The board of directors invites the general meeting of shareholders to authorize the board of directors to decide on specific bond issuance plans based on market conditions.

III. The “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Fully Handle All Issues Concerning the Issuance of Corporate Bonds” was considered and approved.

In accordance with the "Company Law", "Securities Law" and "Pilot Measures for the Issuance of Corporate Bonds" and related regulations, the General Meeting of Shareholders is requested to authorize the Board of Directors to fully handle all matters concerning the issuance of this corporate bond within the scope permitted by relevant laws, regulations and regulatory documents. including but not limited to:

(1) Authorization matters concerning the issuance of corporate bonds

1. Within the scope permitted by laws and regulations, based on the specific circumstances of the company and the market, determine the specific issuance plan for this issuance and amend and adjust the terms of the issuance of this offering, including but not limited to the specific issue size, issue price, and bonds. Term, bond interest rate or its determination method, timing of issuance, whether to issue and the number and size of issuance and issuance, the specific use of funds raised, whether to design a resale or redemption clause, the determination of guarantee related matters, the time limit and method of repayment of interest, All matters relating to the terms of the distribution, such as the online distribution ratio, specific placement arrangements, and listing locations;

2. Decide and hire an intermediary agency to participate in the issuance;

3. Decide and hire a bond trustee, sign the Bond Trusteeship Management Agreement and formulate the Bondholders Meeting Rules;

4. Sign the contracts, agreements and documents related to the listing of this offering;

5. To handle the issuance of the corporate bond issuance and the listing of the corporate bonds issued this time after the completion of the issuance, including but not limited to authorization, signature, execution, modification, completion and issuance of this corporate bond. And all necessary documents, contracts/agreements, contracts (including but not limited to prospectus, sponsorship agreement, underwriting agreement, bond trust management agreement, listing agreement, various announcements and other legal documents) related to the listing and in accordance with laws and regulations and Other regulatory documents for proper disclosure of information;

6. The shareholders' meeting is requested to authorize the board of directors to decide the amount of funds raised to repay the bank loans and replenish the working capital according to the financial status of the company;

7. If the policy for issuing corporate bonds changes or the market conditions change, in addition to the relevant laws, regulations and matters required by the Articles of Association to be re-voted by the general meeting of shareholders, the board of directors is authorized to act on the basis of the opinions of the regulatory authorities. Relevant matters such as specific plans are adjusted accordingly;

8. In the event of major changes in the market environment and policies and regulations, the Board of Directors is authorized to decide whether to continue the issuance work according to the actual situation;

9. Handle other matters related to this issuance.

(2) Debt repayment guarantee measures

In accordance with the relevant regulations, the company's general meeting of shareholders is requested to authorize the board of directors to make the following resolutions and take corresponding measures in the event that it is expected that the principal and interest of the bonds will not be repaid on time or the maturity of the bonds will not be repaid on time:

1. Do not distribute profits to shareholders;

2. Suspend the implementation of capital expenditure items such as major foreign investment, mergers and acquisitions;

3. Reduce or suspend the salaries and bonuses of directors and senior management personnel;

4. The main responsible person may not be transferred.

This authorization shall be from the date of approval by the general meeting of shareholders to the date of completion of the above-mentioned authorization.

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

This proposal still needs to be reviewed and approved by the company's shareholders meeting.

Fourth, deliberation and approval of the "Proposal on Bringing the First Extraordinary General Meeting of the Company to 2012"

The voting status of this motion: 9 votes in favor, 0 votes against, and 0 votes abstained.

Shareholders:

The company plans to hold the first extraordinary shareholders meeting of 2012 in the conference room on the second floor of the company on May 30, 2012. The meeting notice is as follows:

(1) Meeting time: 10:00 am on May 30, 2012

(II) Venue: Meeting Room, 2nd Floor, Company, No. 200 Renmin Road, Changge City, Henan Province

(3) Meeting mode: on-site mode

(4) Considerations:

1. To consider the proposal that the company meets the conditions for issuing corporate bonds

2. Proposing on the proposal of the company to issue corporate bond plans item by item

3. To consider the proposal of requesting the general meeting of shareholders to authorize the board of directors to fully handle all matters concerning the issuance of corporate bonds.

4. To consider the proposal for the convening of the first extraordinary shareholders meeting in 2012

(5) Equity registration date: Friday, May 25, 2012

(6) Participants in the meeting:

1. At the end of the transaction on Friday, May 25, 2012, all shareholders registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. are entitled to attend the general meeting. Shareholders who are unable to attend the meeting in person for any reason may entrust an agent to attend the meeting and vote.

2. Directors, supervisors and senior management personnel of the company.

(7) Registration method and registration time:

1. The individual shareholders attending the meeting shall register with their ID card and shareholder account card; the legal person shareholder shall hold a copy of the business license, the legal representative's power of attorney and the shareholder account card registration; the entrusted agent shall hold the principal and the identity card and authorization The book and the principal shareholder account card, the foreign shareholder can be registered by letter or fax.

2. Registration time: May 29, 2012, 9:00 to 12:00, 14:30 to 17:30, to the company's securities department.

3. Contact: Wang Junfeng

phone

fax

Address: Securities Department, Henan Huanghe Cyclone Co., Ltd., 200 Renmin Road, Changge City, Henan Province

Zip code: 461500

(8) Other:

The time for this general meeting of shareholders is half a day, and the transportation expenses and room and board expenses of the shareholders attending the meeting will be taken care of by themselves.

Henan Huanghe Cyclone Co., Ltd.

May 12, 2012

Power of attorney

Mr. (Ms.) is entrusted to represent the person (unit) to attend the first extraordinary shareholders meeting of Henan Huanghe Cyclone Co., Ltd. in 2012 and exercise voting rights on his behalf.

Signature of the principal: Client ID number:

Number of shares held by the principal: Principal's stock account:

Signature of the trustee: Trustee ID number:

Date of commission: Year, month and day

Note: The power of attorney clipping, copying or self-made in the above format is valid.