Yu Diamond: The election of the chairman and vice chairman of the third board of directors

On June 18, 2014, Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “the company”) delivered the notice of the first meeting of the third board of directors to all directors, supervisors and seniors by special person delivery or e-mail. Managers and other participants. The meeting was held on June 23, 2014 in the company meeting room by way of on-site voting. The meeting should have 9 directors and 9 directors. The company's supervisors and senior management personnel attended the meeting. The meeting elected Mr. Guo Liuxi to preside over the meeting. The convening and convening of this meeting is legal and valid in accordance with the laws and regulations, departmental rules, regulatory documents and the Articles of Association of the Company Law and the Rules Governing the Listing of the GEM of the Shenzhen Stock Exchange (2012). The meeting examined and approved the following proposals by written vote:

1. Examined and approved the “Proposal on Election of the Chairman and Vice Chairman of the Third Board of Directors”;

The board of directors elected Mr. Guo Liuxi as the chairman of the third board of directors of the company and elected Mr. Zhao Qingguo as the vice chairman of the third board of directors of the company. The term of office shall be from the date of deliberation and approval of the board of directors to the expiration of the current board of directors.

The resumes of Mr. Guo Liuxi and Mr. Zhao Qingguo are detailed in the announcement on June 7, 2014, published by the company on the website of the China Securities Regulatory Commission's designated GEM information disclosure website (Announcement No.: 2014-030).

Voting results: 9 votes in favor, 0 votes against, and 0 votes abstained.

2. The “Proposal on Election of Members of the Special Committees of the Third Board of Directors” was reviewed and approved.

The third board of directors of the company consists of a strategy committee, a nomination committee, a remuneration and assessment committee and an audit committee. The specific elections are as follows:

1. Election of members of the strategy committee of the third board of directors

The strategy committee consists of Mr. Guo Liuxi, the chairman of the board, Mr. Zhao Qingguo, the deputy director, Mr. Liu Yongqi, the director, Mr. Liu Dianchen, the independent director, and Mr. Hu Bin, the independent director. The chairman of the board, Mr. Guo Liuxi, is the director of the strategy committee. The term of the Strategy Committee is consistent with the term of the third board of directors of the company.

2. Election of the nomination committee member of the third board of directors

The Nomination Committee is composed of Mr. Zhao Qingguo, the Vice Chairman, Mr. Zhang Ling, an independent director, and Mr. Hu Bin, an independent director. Mr. Hu Bin is the director of the Nomination Committee. The term of the Nomination Committee is the same as that of the third board of directors of the company.

3. Election of members of the third session of the Remuneration and Appraisal Committee

The Remuneration and Appraisal Committee is composed of Mr. Guo Liuxi, Chairman of the Board, Mr. Liu Dianchen, an independent director, and Mr. Zhang Ling, an independent director. Mr. Zhang Ling is the director of the Remuneration and Appraisal Committee. The term of the Remuneration and Appraisal Committee is consistent with the term of the third board of directors of the company.

4. Election of members of the Audit Committee of the third board of directors

The Audit Committee is composed of Mr. Guo Liuxi, Chairman of the Board, Mr. Liu Dianchen, an independent director, and Mr. Zhang Ling, an independent director. Mr. Liu Dianchen is the director of the Audit Committee. The term of the audit committee is consistent with the term of the third board of directors of the company.

The resumes of Mr. Liu Dianchen, Mr. Zhang Ling and Mr. Hu Bin are detailed in the announcement on June 7, 2014, published by the company on the website of the China Securities Regulatory Commission on the GEM website of the China Securities Regulatory Commission (Announcement No.: 2014-030).

Voting results: 9 votes in favor, 0 votes against, and 0 votes abstained.

III. Review and approve the “Proposal on Appointing Senior Management of the Company”

According to the nomination of the chairman of the board of directors, Mr. Liu Yongqi was appointed as the general manager of the company for a term of office from the date of deliberation and approval of the board of directors to the expiration of the current board of directors. According to the election situation, Ms. Lin Yu will no longer serve as a director and general manager of the company and will continue to hold other positions in the company.

According to the nomination of the proposed general manager, Mr. Yang Jinzhong, Mr. Li Guoxuan, Mr. Zhang Chaowei and Mr. Zhang Kai were appointed as the deputy general manager of the company. Mr. Zhang Chaowei was appointed as the chief financial officer of the company for a term beginning from the date of deliberation and approval of the board of directors to the expiration of the current board of directors.

The resumes of Mr. Liu Yongqi, Mr. Yang Jinzhong, Mr. Li Guoxuan and Mr. Zhang Chaowei are listed in the announcement on June 7, 2014, published by the company on the website of the China Securities Regulatory Commission on the GEM information disclosure website (Announcement No.: 2014-030).

According to the nomination of the chairman of the board of directors, Mr. Zhang Kai was appointed as the secretary of the board of directors of the company, and the term of office expires from the date of deliberation and approval of the board of directors to the current board of directors.

Voting results: 9 votes in favor, 0 votes against, and 0 votes abstained.

The resolution of the first extraordinary shareholders meeting in 2014 specifically reminds:

1. There is no veto or change of the proposal at this general meeting of shareholders;

2. There is no new proposal submitted for voting at this general meeting.

I. Meeting convening and attendance

Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as "the company") 2014 first extraordinary shareholders meeting (hereinafter referred to as "this shareholder meeting") on June 23, 2014 at 9:30 am in the company meeting room to vote on the spot Way to hold. On June 7, 2014, the company disclosed the “Notice of Zhengzhou Huajing Diamond Co., Ltd. on Holding the First Extraordinary General Meeting of 2014” in the form of an announcement on the website of the China Securities Regulatory Commission. The general meeting of shareholders was convened by the board of directors of the company and chaired by Mr. Guo Liuxi, chairman of the board. A total of 4 shareholders and shareholder representatives attended the shareholders meeting, representing 295,200,080 shares, accounting for 48.55% of the company's total voting shares. Some of the company's directors, supervisors, senior management personnel and witness lawyers attended the shareholders' meeting. The procedures for convening, convening and voting of this general meeting of shareholders are in compliance with the relevant provisions of the Company Law and the Articles of Association, and are legal and valid.

2. Review and voting of the proposal

The general meeting of shareholders adopted the voting method of on-site anonymous voting to review and approve the following proposals:

(1) Examined and approved the “Proposal on the Election of the Board of Directors and the Candidates for the Third Board of Directors”;

The meeting elected by consensus voter Mr. Guo Liuxi, Mr. Zhao Qingguo, Mr. Liu Yongqi, Mr. Yang Jinzhong, Mr. Li Guoxuan, Mr. Zhang Chaowei, Mr. Liu Dianchen, Mr. Zhang Ling and Mr. Hu Bin as the directors of the third board of directors of the company, including Mr. Liu Dianchen and Mr. Zhang Ling. Mr. Hu Bin is an independent director of the third board of directors.

The term of office of the above directors shall expire from the date of the election of this general meeting of shareholders to the current session of the board of directors. The specific voting situation is as follows:

1. Non-independent director election

(1) Elect Mr. Guo Liuxi as a non-independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(2) Elected Mr. Zhao Qingguo as a non-independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(3) Elect Mr. Liu Yongqi as a non-independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(4) Electing Mr. Yang Jinzhong as a non-independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(5) Elect Mr. Li Guoxuan as a non-independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(6) Elect Mr. Zhang Chaowei as a non-independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

2. Independent director election

(1) Elect Mr. Liu Dianchen as the independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(2) Elect Mr. Zhang Ling as an independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(3) Elect Mr. Hu Bin as the independent director of the third board of directors of the company

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(II) Examined and approved the “Proposal on the Election of the Supervisory Committee and the Nomination of Supervisors for the Third Supervisory Committee”;

The meeting elected Mr. Zhang Zhao as a non-employee supervisor of the third session of the Supervisory Committee by means of cumulative voting. The employee representative supervisors Liu Guangli and Zheng Fenghua elected by the company's employee representative assembly jointly formed the third board of supervisors of the company. The term of office shall expire from the date of the election of this general meeting of shareholders to the current session of the Supervisory Committee. The specific voting situation is as follows:

Voting results: 295,200,080 shares were agreed, and the number of consent votes exceeded 1/2 of the total number of shares with voting rights attending the general meeting. The result of the voting was elected.

(3) Examined and approved the “Proposal on Renewing the Appointment of the Company's 2014 Auditing Organization”.

Voting results: 295,200,080 shares were agreed, accounting for 100% of the total number of shares with valid voting rights at the general meeting; 0 shares against 0 shares; 0 shares abstained.

Third, the legal opinions issued by lawyers

1. Name of law firm: Shanghai Jintiancheng Law Firm

2. Name of lawyer: Shen Guoquan, Jiang Zhijun

3. Concluding observations

The convening, convening procedures, qualifications of attendees, convener qualifications, voting procedures and voting results of Zhengzhou Huajing Diamond Co., Ltd. in 2014 were in compliance with the Company Law and the Shareholders' Meeting of Listed Companies. Laws, administrative regulations and other regulatory documents such as the Rules and the relevant provisions of the "Zhengzhou Huajing Diamond Co., Ltd." are all legal and valid.

Fourth, the documents for reference

1. The resolution of the first extraordinary shareholders meeting of Zhengzhou Huajing Diamond Co., Ltd. in 2014;

2. Legal opinion of Shanghai Jintiancheng Law Firm on the first extraordinary shareholders meeting of Zhengzhou Huajing Diamond Co., Ltd. in 2014.

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