Henan Huanghe Cyclone Co., Ltd.
600172
2011 Annual Report
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
table of Contents
First, important tips................................................ .................................................. ................................ 2
Second, the company's basic situation................................................ .................................................. ..........................2
III. Summary of accounting data and business data.......................................... .................................................. ........ 3
4. Changes in share capital and shareholder status.......................................... .................................................. ............... 5
V. Directors, Supervisors and Senior Management........................................... .................................................. ....11
Sixth, corporate governance structure................................................ .................................................. ....................... 14
VII. Briefing on the shareholders' meeting................................................ .................................................. ................ 18
VIII. Report of the Board of Directors................................................ .................................................. .......................... 18
IX. Report of the Board of Supervisors................................................ .................................................. ..........................31
X. Important matters................................................ .................................................. ..............................31
XI. Financial Accounting Report ............................................ .................................................. ....................36
XII. Documents for reference .......................................... .................................................. .................. 101
1
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
First, important tips
Second, important tips
(1) The board of directors, the board of supervisors and its directors, supervisors and senior management of the company guarantee that there is no falsehood in the information contained in this report.
Record, misleading statement or major omission, and bear individual and joint responsibility for the truthfulness, accuracy and completeness of its contents.
(2) If a director fails to attend the board of directors, his name should be listed separately
The director who did not attend the meeting did not attend the appointment of Dong.
Instructions for not attending the director
Name of person in charge
Mr. Xiaoliu Xiulang, the director of the company, is the director of the company, due to the itinerary,
Cannot attend the fourth board of the fifth board of Henan Huanghe Cyclone Co., Ltd.
Xiaoliu Xiuyilang Director
Sub-meetings, and the list of authorizations and authorizations and other
The directors of the decision reached an agreement and therefore abstained from attending the board of directors.
(III) Shenzhen Pengcheng Certified Public Accountants issued a standard unqualified audit report for the company .
(four)
Company name, Qiao Qiusheng
The name of the person in charge of accounting work, Liu Jianshe
Zhang Yongjian, the person in charge of the accounting department (accounting officer)
The head of the company, Qiao Qiusheng, the head of the accounting work, Liu Jianshe, and the head of the accounting department (accounting officer) Zhang Yongjian declare:
Ensure the truthfulness and completeness of the financial report in the annual report.
(5) Is there any non-operating capital occupation by the controlling shareholder and its related parties?
no
(6) Is there any external guarantee provided in violation of the prescribed decision-making procedures?
no
Third, the company's basic situation
(1) Company information
The legal Chinese name of the company Henan Huanghe Cyclone Co., Ltd.
The legal Chinese name of the company is abbreviated the Yellow River whirlwind
The company's legal English name HENAN HUANGHE WHIRLWIND CO., LTD
Company's legal English name abbreviation HHWW
Company legal representative Qiao Qiusheng
(ii) Contact and contact information
Secretary of the board
Du Changhong
Contact Address No. 200, Renmin Road, Changge City, Henan Province
Electricity
Fax 0374-6108986
(III) Basic information
Registered Address No. 200 Renmin Road, Changge City, Henan Province
Postal code 461500
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Office Address No. 200, Renmin Road, Changge City, Henan Province
Postal code 461500
Company International Internet Website http://
(4) Information disclosure and location
The company selected the information disclosure newspaper name "Shanghai Securities News"
The website of the designated website of the China Securities Regulatory Commission that publishes the annual report http://
Company annual report preparation location company securities department
(V) Company stock profile
Company stock profile
Stock type stock stock exchange stock stock short name stock code change stock stock short name
A share Shanghai Stock Exchange Yellow River Cyclone 600172G Cyclone
(6) Other relevant information
First registration date of the company November 3, 1998
The company's first registration location is 200 Renmin Road, Changge City, Henan Province
Company change registration date June 2, 2006
Company change registration location No. 200 Renmin Road, Changge City, Henan Province
The first change of the corporate legal person business license registration number Yu Industrial and Commercial Enterprise 4100001004495-1/2
Tax registration number, national tax, foreign word, 411082706788733
Organization code 70678873-3
Company change registration date June 28, 2011
Company change registration location No. 200 Renmin Road, Changge City, Henan Province
Last change of corporate legal person business license registration number 410000000023368
Tax registration number, national tax, foreign word, 411082706788733
Organization code 70678873-3
The name of the accounting firm hired by the company Shenzhen Pengcheng Accounting Firm
Union Square A, 5022 Binhe Avenue, Futian District, Shenzhen, China
The office address of the accounting firm hired by the company
7th floor
Summary of accounting data and business data
(1) Major accounting data
Unit: Currency: RMB
Item Amount
Operating profit 145,918,823.11
Total profit 152,572,333.01
Net profit attributable to shareholders of listed companies 130,821,931.60
Net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses 125,484,999.02
Net cash flow from operating activities 227,574,658.53
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
(ii) Non-recurring gains and losses items and amounts
Unit: Currency: RMB
Non-recurring profit and loss project 2011 amount amount 2010 amount amount 2009 amount
Non-current assets disposal gains and losses 2,112,961.27209,570.73575,821.45
Government credits included in current profit and loss
Help, but with the company's normal operations
Business is closely related, in line with the country
300,000.001,155,000.00343,300.00
Family policy, according to certain
Standard quota or quantitative continuous enjoyment
Except for government subsidies
Other than the above
3,925,392.631,054,769.97-857,543.96
Non-operating income and expenses
Minority shareholders' equity impact amount 96.14
Income tax impact -1,001,421.32-392,630.54-98,731.91
Total 5,336,932.582,026,806.30-37,154.42
(III) Major accounting data and financial indicators of the company for the first three years at the end of the reporting period
Unit: Currency: RMB
This year is more than the previous year
Major accounting data 2011 2010 2009
Less(%)
Total operating income 1,019,154,065.29821,746,664.2224.02598,569,468.91
Operating profit 145,918,823.1177,404,697.8488.5130,588,269.57
Total profit 152,572,333.0179,946,757.5490.8430,841,928.06
Net attributable to shareholders of listed companies
130,821,931.6063,244,672.89106.8521,961,562.50
profit
Deduction attributable to shareholders of listed companies
Unless the net profit of recurring gains and losses is 125,484,999.0261,217,866.59104.9821,998,716.92
Run
Cash flow from operating activities
227,574,658.53372,082,527.98-38.84155,148,781.87
Net
At the end of the year than the previous year
End of 2011, end of 2010, end of 2009
End increase or decrease (%)
Total assets 3,185,175,099.362,366,167,944.8934.612,115,999,496.17
Total liabilities 1,316,551,163.311,254,615,928.324.941,034,390,985.97
Attributable to shareholders of listed companies
1,868,623,936.051,111,552,016.5768.111,061,707,343.68
Owner's equity
Total share capital 313,742,434.00268,000,000.0017.07268,000,000.00
Major financial indicators, 2011, 2010, year-on-year increase or decrease (%), 2009
Basic earnings per share (yuan/share) 0.4380.23685.590.082
Diluted earnings per share (yuan/share) 0.4380.23685.590.082
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Earnings per share (yuan/share) calculated using the latest share capital 0.4170.23676.690.082
Basic earnings per share after deducting non-recurring gains and losses (yuan
0.4200.22884.210.082
/share)
The weighted average return on equity (%) 7.945.82 increased by 2.12 percentage points 2.09
Weighted average net assets after deducting non-recurring gains and losses
7.625.82 increased by 1.80 percentage points 2.09
Yield rate (%)
Net cash flow from operating activities per share (yuan/
0.7251.388-47.770.580
share)
In 2011, the end of the year was increased or decreased by the end of the previous year.
End (%) end
Net assets per share attributable to shareholders of listed companies (yuan/
5.964.1543.613.96
share)
Asset-liability ratio (%) 41.3353.02 decreased by 11.69 percentage points 48.88
V. Changes in share capital and shareholder status
(1) Changes in share capital
1. Statement of changes in shares
Unit: Stock
This change before and after this change (+, -) after this change
public
product
Proportion to ratio
Quantity issued new shares of gold small count
(%) share him (%)
turn
share
First, limited sales
17,004,4006.3445,742,43445,742,43462,746,83420
Share
1. State holdings
2. State-owned legal person
Holding shares
3. Other domestic capital
45,742,43445,742,43445,742,43414.58
Holding shares
Of which:
Non-state-owned legal person 45,742,43445,742,43445,742,43414.58
Holding shares
Domestic
Natural person holding
4. Foreign shares holding 17,004,4006.3417,004,4005.42
Of which: offshore
17,004,4006.3417,004,4005.42
Legal person holding
Overseas
Natural person holding
Second, unlimited sales
250,995,60093.66250,995,60080
Circulating shares
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
1. Renminbi
250,995,600250,995,60080
Passing shares
2. Domestic listing
Foreign shares
3. Overseas listing
Foreign shares
4, other
Third, the total number of shares 268,000,00045,742,43445,742,434313,742,434100
Approval of changes in shares
Henan Huanghe Cyclone Co., Ltd. Non-public offering plan for the fourth session of the Board of Directors held on July 22, 2010
The third extraordinary meeting was reviewed and approved at the 2010 First Extraordinary General Meeting of Shareholders held on August 10, 2010.
The application for the non-public offering of shares of the Yellow River Cyclone was issued by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission")
The committee reviewed and approved on January 14, 2011. On March 31, 2011, the Yellow River whirlwind received the Securities and Futures Commission's "Certificate of Supervision and Supervision [2011] 464
No. "Text "Approval of Henan Non-public Issuance of Stocks by Huanghe Cyclone Co., Ltd.", approved the non-public issuance of the Yellow River whirlwind
The stock does not exceed 110 million shares.
Transfer of share changes
On April 27, 2011, the company handled the 2011 non-public offering of shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
Ticket-specific investor cash subscription related matters related to equity registration.
Impact of share changes on financial indicators such as earnings per share and net assets per share for the most recent year and the most recent period
The change in shares affected the earnings per share for the most recent year -0.0498 yuan, and the net assets per share was 1.85 yuan.
Other content that the company deems necessary or required by the securities regulator
The company has disclosed the company's disclosure information in strict accordance with the relevant laws and regulations, and no other disclosures should be disclosed.
item.
2. Changes in restricted shares
Unit: Stock
Restricted sales at the beginning of the year, the release limit for the current year, the increase limit for the year, the end of the restricted shares, the release of the restricted sale date
Reason for shareholder name restriction
Number of shares sold
Zhengzhou Baoyi 2011 non-public
April 2012
Da Trade has 0011,000,00011,000,000 development stocks
27th
Limited company to add restricted shares
Bo Hong number
(Tianjin) shares
Non-public in 2011
Right to invest in April 2012
0011,000,00011,000,000 development stocks
Gold Partnership 27th
New restricted shares
Industry
Partner)
National Social Security 2011 Non-public April 2012
0011,000,00011,000,000
Fund Zero Development Bank stock 27th
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Eight combinations of new restricted shares
Shanghai Laile
Customer investment management in 2011
April 2012
Management partnership 008,168,1888,168,188 development stocks
27th
Industry (limited new restricted shares)
Partner)
Henan Yellow River
Non-public in 2011
Industrial Group April 2014
004,574,2464,574,246 development stock
Limited stock 28th
New restricted shares
the company
(II) Securities issuance and listing
1. The issue of securities in previous three years
Unit: Stock Currency: RMB
Stock and its
The issue price is approved for listing
Derivatives aresuance date issuance quantity listing date transaction termination date
(yuan) easy quantity
kind of
Stock class
Non-2011
April 2011 April 2011
Public offering 14.2145,742,43445,742,434
21st, 27th
stock
2. Changes in the total number of shares and structure of the company
After the completion of the non-public offering of shares in 2011, the company's total assets increased to 3,062,089,621.23 yuan, an increase of 25.71%;
Net assets increased to 1,696,323,170.34 yuan, the increase rate was 58.52%, and the consolidated asset-liability ratio fell from 56.07% to 44.60%.
3. Existing internal employee stocks
At the end of the reporting period, the company had no internal employee shares.
(3) Situation of shareholders and actual controllers
1. Number of shareholders and shareholdings
Unit: Stock
The end of the year before the publication of this annual report
At the end of 2011, the total number of shareholders was 43,385 households, 43,564
East total
Top ten shareholders' shareholdings
share
East holdings increased pledge or frozen shares held by restricted shares under the reporting period
Total shareholder name
Sex (%) reduction in quantity
quality
Henan Yellow River Reality
Industry group shares 24.8377,895,8464,574,2464,574,246 pledge 52,188,000
Limited
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
country
Have
law
people
territory
Japanese Union
7.4823,463,321017,004,400 no
Company law
people
Zhengzhou Baoyida
not
Trade limited public 3.5111,000,00011,000,00011,000,000 pledge 11,000,000
know
Division
National Social Security Fund
not
Gold 108 group 3.5111,000,00011,000,00011,000,000 no
know
Combined
Bo Hong number
(Tianjin) shares
Right investment fund
3.5111,000,00011,000,00011,000,000 no
Partnership company
Limited
Partner)
Shanghai Lai Leke
Investment management
2.608,168,1888,168,1888,168,188 no
Corporate (known
Limited partnership)
National Social Security Fund
not
Gold six zero three group 1.274,000,0004,000,000 no
know
Combined
China Minsheng Silver
Limited stock
Company-Changxin
0.882,773,0872,773,087 no
Increase profit dynamic policy
Slight stock certificate
Voucher investment fund
China Construction Silver
OK-åŽå®å…´
not
Industry multi-strategy increased by 0.652,039,0502,039,050
know
Long securities investment
fund
China Merchants Bank
Co., Ltd.
- Guangda Baode
0.461,452,2751,452,275 no
Xinxin Growth Stock
Ticket type securities investment
Fund
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Top Ten Unrestricted Shareholders' Shareholdings
Holding unrestricted shares
Shareholder name type and quantity of shares
Quantity
Henan Huanghe Industrial Group
73,321,600 RMB common stock 73,321,600
Co., Ltd.
Japan United Materials Corporation 6,458,921 RMB common stock 6,458,921
National Social Security Fund Six Zero Three
4,000,000 RMB ordinary shares 4,000,000
combination
China Minsheng Bank shares have
Limited company - Changxin Zengli
2,773,087 RMB ordinary shares 2,773,087
State strategy stock securities investment
Fund
China Construction Bank - Warburg
HY Markets Multi-Strategy Growth Securities 2,039,050 RMB ordinary shares 2,039,050
Investment fund
China Merchants Bank Co., Ltd.
Division - Everbright Prudential added
1,452,275 RMB common stock 1,452,275
Long stock securities investment base
gold
Wei Ruihua 1,355,710 RMB common stock 1,355,710
Qiao Yong 1,253,900 RMB common stock 1,253,900
Lin Biao 752,536 RMB common stock 752,536
Changsheng Growth Value Securities Investment
700,000 RMB common stock 700,000
Fund
The company's controlling shareholder, Henan Huanghe Industrial Group Co., Ltd. has no relationship with the remaining shareholders.
The above shareholder relationship or
Nor is it a concerted person. The company is not aware of the top ten unrestricted shareholders except the controlling shareholder.
Description of concerted action
There is a relationship between the top ten and the top ten unrestricted shareholders and the top ten shareholders.
The number of shares held by the top ten shareholders with restrictions on sales and the conditions for restricted sales
Unit: Stock
Limited trading conditions of limited shares held for trading
Pre-sale shareholders
Sale conditional shares can be added to marketable trading restrictions when listing
No. name
Number of shares
November 18, 2007
13,400,000
Japan Joint Materials Day
117,004,400 equity split and restricted circulation
Division November 18, 2008
3,604,400
day
Since the company was not public in 2011
Zhengzhou Baoyida Trade April 27, 2012
Ten from the end of the 211,000,000 development bank
Ltd. Day
Not transferable within two months
Since the company was not public in 2011
National Social Security Fund 1 April 27, 2012
Ten from the end of the 311,000,000 development bank
Zero eight combination day
Not transferable within two months
9
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Bo Hong number Jun (Tianjin)
Since the company was not public in 2011
Equity Investment Funds April 27, 2012
Ten from the end of the 411,000,000 development line
Corporate (limited day)
Not transferable within two months
Partner)
Shanghai Lai Leike invested in the company's non-public in 2011
April 27, 2012
5Management of partnerships (10 days from the end of the development of 8,168,188 development lines)
day
Limited partnership) may not be transferred within two months
Since the company was not public in 2011
Henan Huanghe Industry Set April 28, 2014
64,574,246 from the end of the development line
Group Co., Ltd.
Not transferable within 16 months
Henan Huanghe Industrial Group Co., Ltd., the controlling shareholder of the company
There is no relationship between the remaining shareholders and it is not a concerted action.
Explanation of the above-mentioned shareholder relationship or concerted action The company is not aware of the top ten restricted shares other than the controlling shareholder
East and the top ten shareholders with limited sales and the top ten shareholders
Whether there is an association between them.
2. The situation of controlling shareholders and actual controllers
(1) The situation of controlling shareholders
â—‹ Legal person
Unit: Currency: RMB
Name Henan Huanghe Industrial Group Co., Ltd.
Unit responsible person or legal representative Qiao Qiusheng
Date of establishment December 28, 1998
Registered capital of 145,480,000
Industrial investment and management, industrial technology research and development and promotion
Main business or management activities
Let, consulting service
(2) Actual controller situation
â—‹ Natural person
Name Qiao Qiusheng
Nationality: Chinese
Whether to obtain the right of abode in other countries or regions?
Chairman of Career and Position in the last 5 years
(3) Change of controlling shareholder and actual controller
There were no changes in the controlling shareholder and actual controller of the company during the reporting period.
Block diagram of the property rights and control relationship between the company and the actual controller
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Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
3. Other legal person shareholders holding more than 10% of shares
As of the end of the reporting period, the company had no other corporate shareholders holding more than 10% of the shares.
6. Directors, supervisors and senior management personnel
(1) Changes in shareholdings and remuneration of directors, supervisors and senior management personnel
Unit: Stock
Is the reporting period at
Internal shareholder
Receiving position or
The term of office at the end of the term
Name, job, gender, age, remuneration, he is associated
Number of shares in the date of the start date
Total amount
Yuan) (tax payment,
Before)
2011 2014
Chairman Qiao Qiusheng, male, 474, 214, 2131, 30431, 30421.55
Day
2011 2014
director,
Liu Jiannan, 454, 214, 211, 1201, 12022.1 No
General manager
Day
2011 2014
Xiaoliuxiu
Director male 624 month 214 month 21000 is
Ichiro
Day
2011 2014
Zhu Feng Director Male 474 Month 21004.76 No
Day
Director, 2011, 2014
Xu Yongjie, deputy general, male, 464, 214, 210019.66
Day
2011 2014
Vice general
Wang Yuchang male 564 month 214 month 210042.06 no
Rational
Day
Director Zhang Yongjian, male 462011 2014 0015 No
11
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Financial Total April 214
Day of supervision
Board of Directors
2011 2014
secretary,
Du Changhong male 444 month 214 month 212,0002,00016.25 no
Vice general
Day
Rational
2011 2014
Independent director
Li Hongchang male 644 month 214 January 21004.76 No
thing
Day
2011 2014
Independent director
Zou Yuannan 574, 214, 21004.76 No
thing
Day
2011 2014
Independent director
Lu Honggui male 554 month 214 month 21004.76 no
thing
Day
2011 2014
Board of supervisors
Ma Xianjun male 494 month 214, 214, 2804, 2809.18 No
Chairman
Day
2011 2014
Employee supervisor
Song Mingyu male 404 month 214 January 21006.26 No
thing
Day
2011 2014
Employee supervisor
Xie Xiaozhan, 354, 214, 21006.36
thing
Day
2008, 2011
Shimaoka Hiroshi
Director male 654 month 184 month 21000 is
Row
Day
Total //////38,70438,704/177.46/
Qiao Qiusheng: Chinese nationality, male, Han nationality, member of the Communist Party of China, college culture, senior engineer, successively served as the fifth factory of Henan Huanghe Abrasives Factory
Chang, deputy general manager and general manager of the sales company, deputy general manager of the Yellow River Diamond Division. Current Henan Yellow River Cyclone Co., Ltd.
Chairman of the board.
Liu Jianshe: Chinese nationality, male, Han nationality, Communist Party member, master student, deputy director of the company's technology center in 1999; 2000
In 2001, he was the head of the diamond business department and the deputy general manager of the company. Since 2002, he has been the director of Henan Huanghe Cyclone Co., Ltd.
General manager.
Xiaoliu Xiicang: Japanese, male, born on December 15, 1950; graduated from the National Ehime University in March 1973 with a major in engineering metallurgy.
In April of the same year, he entered Osaka Diamond Industry Co., Ltd.; in January 1985, he worked as a technical engineer in the saw blade division;
In June, he served as the head of the technical department of the saw blade business unit; in January 2000, he served as the director of the saw blade business unit and the director of Shizuoka Manufacturing Co., Ltd.;
In June, he served as a director of United Materials Co., Ltd.; in October 2003, he served as director of the saw blade department of United Diamond Co., Ltd.; 2007
In January, he served as Managing Director of Union Diamond Co., Ltd. and Director of the Business Department of Soybean Manufacturing Co., Ltd.;
Executive director of the club.
Zhu Feng: Chinese nationality, male, Han nationality, member of the Communist Party of China, Ph.D., senior engineer, joined the work in November 1985, and is currently working in Zhengzhou.
Director of Abrasives Grinding Research Institute, Director of Henan Huanghe Cyclone Co., Ltd.
Xu Yongjie: Chinese nationality, male, Han nationality, member of the Communist Party of China, engineer, successively served as the team leader and workshop of Henan Huanghe Cyclone Co., Ltd.
Director, Production Manager, Manufacturing Plant Manager, Diamond Supply Company Manager, Diamond 3rd Generation Press Command Commander, Gold
12
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Assistant manager and manager of Gangshi Manufacturing Division. He is currently the director, deputy general manager and diamond company of Henan Huanghe Cyclone Co., Ltd.
General manager.
Wang Yuchang: Chinese nationality, male, Han nationality, graduated from Tsukuba University in Japan in 1996 with a doctorate in engineering, August 1996 to 1998
In March of the Institute of Inorganic Materials, Science and Technology Agency of Japan, postdoctoral, in May 1998, the University of Hawaii, University of Hawaii, Geophysics and Planetary
Institute, postdoctoral, 2002, returned to China as director of Henan Huanghe Cyclone Co., Ltd., chief engineer of the company, 2005-present
He is the deputy general manager and chief engineer of the company.
Zhang Yongjian: Chinese nationality, male, Han nationality, member of the Communist Party of China, accountant, from November 1998 to June 2001, served as the vice department of the company's finance department.
Long; from June 2001 to May 2002, he served as the head of the company's finance department; from May 2002 to the present, 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, has been working in the Yellow River Company, first
Later served as Deputy Minister of Production, Assistant Manager of Sales Company, Director of Zhengzhou Headquarters Office, Director of Changge Head Office, Chairman
Secretary, director of the office of the chairman, etc., is currently the secretary of the board of directors and deputy general manager of Henan Huanghe Cyclone Co., Ltd.
Li Hongchang: Chinese nationality, male, Han nationality, professor, master tutor, CCP Henan Provincial Committee, Henan Provincial People's Government named outstanding experts.
He graduated from Zhongnan University of Finance and Economics in 1985 with a master's degree in economics. He is currently the vice president of Henan University of Finance and Economics and concurrently serves as the China Finance Society.
Director, Vice President of the Economics Association of Henan Province, Vice President of the Henan Provincial Finance Society. He is currently the independent director of Henan Huanghe Cyclone Co., Ltd.
thing.
Zou Yuan: Chinese nationality, male, Han nationality, undergraduate, certified public accountant, director of the Chinese Institute of Certified Public Accountants. 1999-present, Renhe
Chairman and Chief Accountant of Nanyuehua Certified Public Accountants Co., Ltd.; from 2005 to present, he is an adjunct professor at Zhengzhou University. Current
Independent director of Henan Huanghe Cyclone Co., Ltd.
Lu Honggui: Chinese nationality, male, Han nationality, bachelor degree, political engineer, economist, member of the Communist Party of China, current Henan Asia Pacific Law Firm
Partner, chief lawyer, arbitrator of Zhengzhou Arbitration Commission. He is currently an independent director of Henan Huanghe Cyclone Co., Ltd.
Ma Xianjun: Chinese nationality, male, Han nationality, college culture, graduated from the Department of Political Education of Hefei Education College, once served as Henan Huanghe Cyclone
Deputy Director of the Office of the company. He is currently the supervisor of Henan Huanghe Cyclone Co., Ltd. and the director of the chairman's office.
Song Mingwei: Chinese nationality, male, Han nationality, undergraduate, graduated from Northwest Agricultural University in July 1999, successively served as Henan Huanghe Cyclone
He is the assistant to the general manager of the company's diamond branch, the director of the second and third diamond factories, and the current general manager of the company's machinery manufacturing division.
Xie Xiaozhan: Chinese nationality, male, Han nationality, master's degree student, successively served as part of the diamond business of Henan Huanghe Cyclone Co., Ltd.
Director of the Office, Minister of Culture of Henan Huanghe Cyclone Co., Ltd., currently serves as Supervisor and Manpower of Henan Huanghe Cyclone Co., Ltd.
Minister of Resources.
Shimaoka Hiroshi: Japanese, male, entered Osaka Diamond Industry Co., Ltd. in April 1969, and worked as a cutting tool division in 1995.
Long, in 1999, he served as director and cutting tool business minister. In 2000, he served as director, production technology development minister and quality assurance minister. 2001
In January of that year, he served as director, dominator and quality assurance minister of United Materials Corporation. In June 2002, he was the managing director of United Materials Corporation, 2003.
Since April, he has been a director of Henan Huanghe Cyclone Co., Ltd.
(II) Status in the shareholder unit
Whether the name of the shareholder unit receives the remuneration
Name of office, term of office, start date, term of term
Weigh
Henan Yellow River
September 28, 2003
Chairman of Qiaoqiu Shengye Group Co., Ltd. No
day
Limited
Xiaoliu Xiuyi Japanese Union
Managing Director January 1, 2009 is
Lang Company
Status in other units
As of the end of the reporting period, the company has no directors, supervisors or senior executives in other units.
13
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
(III) Remuneration of directors, supervisors and senior management personnel
The remuneration of directors and senior executives is proposed by the remuneration committee of the board of directors and reviewed by the board of directors.
Directors, supervisors, senior managers
The meeting will be reviewed and approved; the supervisor's remuneration shall be proposed by the supervisor and reviewed by the board of supervisors, and submitted to the shareholders' meeting for deliberation.
Decision-making procedure
Approved.
Directors, supervisors, senior managers
It is determined according to the local salary level and the actual situation of the enterprise.
Basis for determining remuneration
Directors, supervisors and senior managers
According to the assessment of the staff of Dong Jiangao, it was paid according to the actual situation.
Actual payment of staff remuneration
(IV) Changes in directors, supervisors and senior management of the company
Reasons for changes in the position of the position
Held on April 21, 2011
Company's 2010 annual shareholder
Appointment of Director of Xiaoliu Xiuyilang
The General Assembly elected Xiaoliu Xiicou as
Company director
Shimaoka Hiroshi's director due to his term of office
Shimaoka Hiroshi's director resigns
Full no longer serves as company director
(V) Employees of the company
Total number of active employees 3,020
The number of retired employees that the company has to bear the cost of 0
Professional composition
Professional composition category
Manager 299
Technician 433
Production staff 2,288
education level
Number of education levels (person)
Graduate and above 23
Undergraduate 336
College 592
High school and below 2,069
Seven, corporate governance structure
(1) The situation of corporate governance
During the reporting period, the company has strictly followed the requirements of laws and regulations such as the Company Law, the Securities Law and the Corporate Governance Guidelines for Listed Companies.
There is no unresolved corporate governance issue in the governance of the company.
The relevant governance of the company during the reporting period is as follows:
1. Shareholders and shareholders meeting
The company strictly follows the "Regulations on the Standardization of the Shareholders' Meeting of Listed Companies", the "Articles of Association", and the company's "Rules of Procedures for the General Meeting of Shareholders".
Convene, convene a general meeting of shareholders, and hire a lawyer to witness the convening of the general meeting of shareholders to ensure the fairness of all shareholders of the company
Exercise power. The company actively carries out investor relations management, enabling the company's shareholders to understand in a timely, convenient and accurate manner.
14
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
The company's production and operation.
2. Relationship between controlling shareholder and company
The company's controlling shareholder Henan Huanghe Industrial Group Co., Ltd. has a code of conduct that does not exceed the shareholders' meeting to directly or indirectly interfere with the company.
The decision-making and production operations did not require the company to provide guarantees for others. Company and controlling shareholder in personnel, assets, finance,
The organization and business aspects have completely achieved the "five separates", and the company's board of directors, board of supervisors and internal institutions are able to operate independently. the company
The decision-making procedures for related party transactions with the controlling shareholder are legal, reasonable in pricing, and fully disclosed, protecting the interests of the company and shareholders.
3. Directors and Board of Directors
The company selects and appoints directors in strict accordance with the selection procedures for directors as stipulated in the Company Law and the Articles of Association. Company board consists of 9 directors
Composition, including 3 independent directors, the number of directors and the proportion of independent directors are in line with the "Company Law" and "On the establishment of listed companies"
The requirements of the Guiding Opinions on the Independent Director System; the Board of Directors established the Strategy and Investment Decision Committee, the Audit Committee, and the Nomination Committee.
The committee, the salary incentives and the evaluation committee, and the working rules of the special committees. Company directors can be serious and responsible
Attitude attends the board of directors and shareholders meeting, actively participates in relevant training, learns relevant legal knowledge, and performs honestly, diligently and conscientiously
Duties.
4. Supervisors and Board of Supervisors
The company selects and employs supervisors of the company in strict accordance with the selection procedures for supervisors as stipulated in the Company Law and the Articles of Association. Company supervisory board
The provisions of the "Company Law" and "Articles of Association". The supervisors of the company actively participated in relevant training and learning related laws and regulations.
Seriously perform their duties in the spirit of being responsible to shareholders, and conduct corporate finance and company directors and senior management personnel to perform their duties.
Supervise and protect the interests of the company and shareholders.
5. Information disclosure and transparency
The company's information disclosure affairs under the leadership of the company's board secretary to carry out information disclosure work, receiving shareholders to inquire, pay attention to
Shareholder communication. The company's information disclosure work is strictly in accordance with the requirements of the securities regulatory authority. Be true and accurate
True and complete, ensuring that all shareholders have equal opportunities to obtain information in a timely manner and effectively safeguard the shareholders, especially the small and medium shareholders.
interest.
6. About performance evaluation and incentive and restraint mechanism
The company has established a reasonable performance evaluation system, and implements a system of job-based appointment and remuneration, and a management target assessment responsibility system. each
At the beginning of the year, the general manager of the company, the deputy general manager (including the corresponding ranks) and the heads of the departments and departments signed the business objectives of the year.
The book will clarify the business objectives and assessment indicators of the relevant personnel and units this year, and conduct assessments at the end of the year, and
Level management personnel's performance and performance are evaluated and rewarded.
(2) Directors' performance of duties
1. The attendance of directors attending the board of directors
Whether continuous
This year should be referred to the communication party
Whether to attend the delegation in person or not twice
The name of the director plus the board of directors to participate in the number of absenteeism
Number of directors from attending
Number of times
Discussion
Qiao Qiusheng No 55300 No
Shimaoka Hiroshi No 11000 No
Xiaoliu Xiuyi
No 44300 No
Lang
Liu Jianshe 55300 No
Zhu Feng no 54310 No
Xu Yongjie no 55300 no
15
Henan Yellow River Cyclone Co., Ltd. 2011 Annual Report
Zhang Yongjian no 55300 no
Zou Yuan is 55300 No
Li Hongchang is 55300 no
Lu Honggui is 54310 no
Number of board meetings held during the year 5
Of which: the number of on-site meetings 2
Number of meetings held by communication method 3
The number of meetings held by the site in combination with the communication method is 0.
2. The situation in which an independent director objected to the relevant matters of the company
During the reporting period, the company's independent directors did not raise objections to the company's board of directors' proposals and other non-board issues.
3. Establishment and improvement of the relevant work system for independent directors, main contents and performance of independent directors
During the reporting period, the company's independent directors were able to comply with relevant laws and regulations and the Articles of Association, the Independent Directors' Work System and the Independent.
The relevant provisions of the Annual Report on the Work of Directors, earnestly fulfill the duties of independent directors and exercise the functions and powers of independent directors, and diligently perform their duties.
During the reporting period, the company's independent directors were able to attend or entrust other independent directors to attend the board meeting in person, and carefully consider the various proposals.
Submit deliberations and recommendations and exercise independent voting rights. They manage the company from management, finance, and law.
Professional advice was put forward in the management and major investment decisions, and independent opinions were issued on the company's related transactions and appointment of senior executives. Independent director
The major matters concerning the decision-making of the board of directors are carefully reviewed in advance by the company's introduction and the information provided.
The important decisions were fully prepared and fully expressed on the board of directors. Advance the company’s periodic report for 2011
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的现象。
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17
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(五) 高级管ç†äººå‘˜çš„考评åŠæ¿€åŠ±æƒ…况
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2ã€å…¬å¸æ˜¯å¦æŠ«éœ²å®¡è®¡æœºæž„出具的财务报告内部控制审计报告：å¦
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八〠股东大会情况简介
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Sliding Door Set designs as a purpose for maximizing the use of space, no need to push and pull a door and stop at a certain angle like traditional way. Now we got 180 degree two panels Sliding Doors and 90 degree three panels Sliding Doors. All kinds of Sliding Door Hardware are produced to make a simple sliding set. Besides, folding door set also a very good partition on office or on house. If need to know more about our products, go further contact us!
Sliding Door Set
Sliding Door Set,Sliding Door Hardware,Sliding Doors,Interior Sliding Doors
Jiangyi Industrial Co., Ltd , http://www.cnjyhardware.com