Boshen: Announcement of Resolutions of the First Extraordinary General Meeting

The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.

Special Note:

1. There are no new, changed or no resolutions at this general meeting;

2. This general meeting of shareholders does not involve changes to the resolution of the previous general meeting of shareholders.

I. Meeting convening

1. Meeting time:

The meeting time is: September 4, 2013 (Wednesday) at 9:30 am;

2. Meeting place: Meeting room of Boshen Tools Co., Ltd. (hereinafter referred to as “Company”), No. 10 Haihe Road, High-tech Industrial Development Zone, Shijiazhuang City.

3. Mode of meeting: The meeting was convened by on-site voting.

4. Convener of the meeting: the board of directors of the company.

5. Moderator of the on-site meeting: Mr. Chen Huairong, Chairman of the Board of Directors.

6. Notice of the meeting: On August 16, 2013, the company published the second extraordinary shareholders in 2013 on Securities Times, China Securities Journal and Announcement of the notice of the conference.

7. The convening of the meeting is in compliance with relevant laws, administrative regulations, departmental rules, regulatory documents and the company's articles of association.

Second, the attendance of the meeting

1. Overall situation of attendance at the meeting

Fifteen shareholders and shareholder representatives attended the meeting, representing 124,291,891 shares, accounting for 55.13792% of the company's total shares.

2. The company's directors, supervisors and some senior management personnel and lawyers hired by the company attended the meeting.

III. The voting on the motion

The general meeting of shareholders adopted the voting method of on-site voting by name, and reviewed and passed the following proposals item by item:

(1) The “Proposal on the Reelection of the Board of Directors of the Company” was reviewed and approved;

1. To elect Mr. Chen Huairong, Mr. Wang Huancheng, Mr. Ren Jingjian, Mr. Cheng Hui, Ms. Zhang Shuyu and Mr. Yan Fabin as non-independent directors of the third board of directors of the Company by cumulative voting system;

Voting results:

Total voting rights for election of non-independent directors: [124,291,891] shares × 6 = [745, 751, 346] votes

Mr. Chen Huairong received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the shareholders meeting;

Mr. Wang Huancheng received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the general meeting;

Mr. Ren Jingjian received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the general meeting;

Mr. Cheng Hui received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the general meeting;

Ms. Zhang Shuyu received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the meeting.

Mr. Yan Fabin received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the general meeting;

2. Mr. Li Zhihong, Mr. Zhang Shuangcai and Mr. Han Zhiguo were elected as independent directors of the third board of directors of the company by cumulative voting system;

Voting results:

Total voting rights for election of independent directors: [124,291,891] shares × 3 = [372,875,673] votes

Mr. Li Zhihong received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the shareholders meeting;

Mr. Zhang Shuangcai received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the shareholders meeting;

Mr. Han Zhiguo received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the general meeting.

The above nine people will form the third board of directors of the company for a term of three years, and will take office from the date of the resolution of the general meeting of shareholders.

(II) Reviewed and passed the Proposal on the Election of the Supervisory Committee of the Company;

Ms. Lu Guiqin and Mr. Chen Huaikui were elected as shareholder representative supervisors of the third session of the Supervisory Committee of the Company by cumulative voting system.

Voting results:

The total number of voting rights for electing shareholder supervisors: [124,291,891] shares × 2 = [248, 583, 782] votes

Ms. Lu Guiqin received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the shareholders meeting;

Mr. Chen Huaikui received 124,291,891 votes, accounting for 100% of the total number of shares with voting rights attending the general meeting.

The above two shareholder supervisors and Mr. Zheng Yongli, the employee representative supervisor elected by the company's employee representative assembly, jointly formed the third board of supervisors of the company for a term of three years, starting from the date of the resolution of the general meeting of shareholders.

(3) Proposal on formulating the "Registration System for Directors and Supervisors of the Company";
Voting results: Agreed to 124,291,891 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; against 0 shares; abstaining from 0 shares.

(4) Proposal on amending the company's "Rules of Procedures for the General Meeting of Shareholders";
Voting results: Agreed to 124,291,891 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; against 0 shares; abstaining from 0 shares.

(5) Proposal on amending the company's "Rules of Procedures for the Board of Directors";
Voting results: Agreed to 124,291,891 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; against 0 shares; abstaining from 0 shares.

(6) Proposal on amending the company's "Independent Director System";
Voting results: Agreed to 124,291,891 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; against 0 shares; abstaining from 0 shares.

4. Legal opinions issued by lawyers

Hebei Sanhe Times Law Firm appointed Yang Zhijun and Ma Changshun to attend and witness the shareholders' meeting, arranging the convening and convening procedures of the company's first extraordinary shareholders meeting in 2013, the convener of the meeting, the qualifications of the attendees, and the meeting. Matters such as voting procedures are in compliance with the laws, regulations, normative documents and the Articles of Association of the Company Law and the Rules of the Shareholders' Meeting of Listed Companies. The voting results of this general meeting are legal and valid.

V. Documents for reference

1. Boshen Tools Co., Ltd. Resolution of the First Extraordinary General Meeting of Shareholders in 2013;

2. Legal opinion of Hebei Sanhe Times Law Firm on the first extraordinary shareholders meeting of Boshen Tools Co., Ltd. in 2013.

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