Shanghai Jintiancheng Law Firm's Legal Opinion on Zhengzhou Huajing Diamond Co., Ltd. 2011 First Extraordinary General Meeting of Shareholders Yu Diamond (SZ: 300064) Latest Price: 0.00 - 0 0% Market Trends Company News Latest Announcement Big Order Tracking the flow of funds to the position cost stocks warning stocks forecast Longhu list: Zhengzhou Huajing Diamond Co., Ltd. Shanghai Jintiancheng Law Firm (hereinafter referred to as "the firm") accepted Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as "expensive" Entrusted by the company, the relevant matters concerning the first extraordinary shareholders meeting of the company held in 2011, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), "Rules of the General Meeting of Listed Companies" (Zheng Jian Fa [2006 [21] and other laws, regulations and other normative documents and the relevant provisions of the "Zhengzhou Huajing Diamond Co., Ltd. Charter (hereinafter referred to as "Articles of Association"), issued this legal opinion. In order to issue this legal opinion, the lawyers of the firm conducted necessary verification and verification of the relevant matters involved in the general meeting of shareholders, reviewed relevant documents and materials that the lawyers of the firm considered to be required for the examination of the legal opinions, and participated in The entire process of your shareholder meeting. In view of this, the lawyers of the firm are in accordance with the requirements of the "Company Law" and the "Rules of the General Meeting of Listed Companies", in accordance with the recognized business standards, ethics and diligence of the lawyer industry, and now issue legal opinions as follows: 1. The shareholders' meeting The convener qualification and convening and convening procedures have been verified. The first extraordinary shareholders meeting of your company in 2011 was held on time at 10:30 on February 15, 2011 at the company meeting room of No. 24, Dongqing Street, High-tech Development Zone, Zhengzhou City. The general meeting of shareholders is convened by the board of directors of your company. After verification, on January 29, 2011, your company published the "Zhengzhou Huajing Diamond Co., Ltd. Notice on Convening the First Extraordinary Shareholders' Meeting of 2011" on the website of the China Securities Regulatory Commission's designated GEM information disclosure media. The time, place, convening method, meeting deadline, object of attendance, deliberation matters, and registration methods of the sub-shareholders' meeting shall be announced. The date of publication of the announcement has reached 15 days from the date of the general meeting of shareholders. Our lawyers believe that the convener of this general meeting is legal and valid. The convening and convening procedures of this general meeting are in compliance with the Company Law, the Rules of the Shareholders' Meeting of Listed Companies, and other laws, regulations and other regulatory documents and the Articles of Association. The relevant provisions of the "". II. Qualifications of the attendees of the meeting at the general meeting of shareholders (1) The shareholders and proxies attending the meeting shall be 8 shareholders and proxies attending the on-site meeting of the shareholders meeting according to the signatures and power of attorney of the company attending the meeting. There were 113.25 million shares with voting rights, accounting for 74.51% of the company's total shares of 152 million shares. As verified by our lawyers, the above shareholders and proxies hold legal certificates to attend the meeting, and their qualifications for attending the meeting are legal and valid. (2) Other personnel attending the meeting were verified by the lawyers of the firm. The other personnel attending the general meeting were directors, supervisors and senior management personnel of the company. Their qualifications for attending the meeting were legal and valid. 3. The proposal reviewed at this general meeting of shareholders has been reviewed. The proposal reviewed at this general meeting of shareholders is within the scope of the terms of reference of the shareholders' meeting of the company and is consistent with the deliberations listed in the notice convening this general meeting of shareholders; There was no change in the notice of the notice, nor did the shareholder propose a new motion. 4. The voting procedures and voting results of this general meeting were verified. The shareholders and proxies attending the general meeting of shareholders attended a total of 113.25 million shares with voting rights. The number of shares held by voting shares accounted for 15% of the company's total shares. According to the agenda and deliberation matters of this general meeting of shareholders, the following resolutions were considered by means of on-site anonymous voting. The voting results are as follows: 1. The “Proposal on Amendment†was reviewed and approved. The result of the vote was: agreeing to 113.25 million shares, accounting for 100% of the voting rights held by the attending shareholders; against 0 shares; abstaining from 0 shares. 2. The “Resolution on Amending the Company†was reviewed and approved. The result of the voting was: agreeing to 113.25 million shares, accounting for 100% of the voting rights held by the attending shareholders; opposing 0 shares; abstaining from 0 shares. Our lawyers believe that the voting procedures and voting results of this general meeting of shareholders are in compliance with the laws, administrative regulations and other regulatory documents such as the “Company Law†Rules of the Shareholders' Meeting of Listed Companies and the relevant provisions of the Articles of Association. IV. Concluding comments In summary, our lawyers believe that the convening, convening procedures, qualifications of attendees, convener qualifications, voting procedures, voting results, etc. of your first extraordinary general meeting of 2011 are in line with The laws, administrative regulations and other regulatory documents such as the "Company Law", "Rules of the Shareholders' Meeting of Listed Companies" and the relevant provisions of the "Zhengzhou Huajing Diamond Co., Ltd." are all legal and valid. (There is no text below) (This page is the signing page of the legal opinion of the Shanghai Jintiancheng Law Firm on the first extraordinary shareholders meeting of Zhengzhou Huajing Diamond Co., Ltd. 2011, no text) Shanghai Jintiancheng Law Firm is responsible for Person: Wu Mingde's lawyer: Shen Guoquan Jiang Zhijun February 15, 2011
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