Stock code: 300064 Securities abbreviation: Yu Diamond Announcement No.: 2011-014 Zhengzhou Huajing Diamond Co., Ltd. 2010 Annual General Meeting Resolution Announcement The company and all members of the Board of Directors guarantee the truthfulness, accuracy and completeness of the information disclosure, without false records and misleading Sexual statement or major omission. Important content tips: (1) There is no veto or change of the proposal at this meeting; (2) There is no new proposal submitted for voting at this meeting. I. Meeting convening and attendance Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as "the company") 2010 Annual General Meeting of Shareholders (hereinafter referred to as "this shareholders meeting") at 9:30 am on March 18, 2011 in the company meeting room Held on site. On February 26, 2011, the company issued the “Notice of Zhengzhou Huajing Diamond Co., Ltd. on Holding the 2010 Annual General Meeting of Shareholders†in the form of an announcement. 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 13 shareholders and shareholder representatives attended the shareholders' meeting, representing 114,840,736 shares with voting rights, accounting for 75.55 percent of the company's total shares. Some of the company's directors, supervisors, senior management personnel and witness lawyers attended the shareholders' meeting. The convening, convening and voting procedures of this general meeting of shareholders are in compliance with the relevant provisions of the Company Law and the Articles of Association. II. Review and voting of the proposal The general meeting of shareholders adopted the following method of voting by on-site voting. The following proposals were reviewed and approved one by one: 1. The company's 2010 Annual Report of the Board of Directors was reviewed and approved; the independent directors of the company, Mr. Zhang Xuegong and Mr. Wang Mingzhi, respectively The 2010 Annual Report of Independent Directors was presented at the meeting. For details of the report, please refer to the GEM Information Disclosure Website designated by the China Securities Regulatory Commission on February 26, 2011. The result of the voting was: agreeing to 114,840,736 shares, the number of shares agreed to account for 100% of the total voting rights held by the shareholders and shareholder representatives present at the meeting; against 0 shares; abstaining from 0 shares. 2. The company's “2010 Supervisory Committee Work Report†was reviewed and approved. For details of the report, please refer to the 2010 annual report of the company's GEM information disclosure website designated by the China Securities Regulatory Commission on February 26, 2011. The result of the voting was: agreeing to 114,840,736 shares, the number of shares agreed to account for 100% of the total voting rights held by the shareholders and shareholder representatives present at the meeting; against 0 shares; abstaining from 0 shares. 3. Review and approve the company's “2010 Annual Report†and “2010 Annual Report Summaryâ€; “2010 Annual Report†and “2010 Annual Report Summary†can be found in the GEM information designated by the China Securities Regulatory Commission on February 26, 2011. Disclosure website, “2010 Annual Report Summary†was published on Securities Times, February 26, 2011. The result of the voting was: agreeing to 114,840,736 shares, the number of shares agreed to account for 100% of the total voting rights held by the shareholders and shareholder representatives present at the meeting; against 0 shares; abstaining from 0 shares. 4. Examined and approved the 2010 Financial Statements of the Company; In 2010, the company realized operating income of RMB 255,577,536.42, an increase of 39.25% over the same period of the previous year; operating profit of RMB 85,862,382.80, an increase of 45.89% over the same period of the previous year; attributable to shareholders of listed companies Net profit was RMB 75,984,826.40, an increase of 44.84% over the same period of the previous year. The company maintains a sustained and rapid growth. The result of the voting was: agreeing to 114,840,736 shares, the number of shares agreed to account for 100% of the total voting rights held by the shareholders and shareholder representatives present at the meeting; against 0 shares; abstaining from 0 shares. 5. Examined and approved the company's “2010 Annual Profit Distribution Planâ€; Audited by Zhongqin Wanxin Certified Public Accountants Co., Ltd., the company achieved net profit of RMB 75,984,826.40 in 2010. According to the Articles of Association, the statutory surplus reserve was 7,566,112.84 yuan, plus the undistributed profit of the previous year was 67,463,775.74 yuan. As of December 31, 2010, the company's profit available for shareholders was 135,882,489.30 yuan. The balance of the capital reserve at the end of the year was 833,085,308.65 yuan. After deliberation by the board of directors, the company's 2010 annual profit distribution plan is: based on the company's total share capital of 152 million shares as of December 31, 2010, a cash dividend of 2 yuan (including tax) will be distributed to all shareholders for 10 shares, and a total of 30,400,000 yuan will be distributed. The remaining undistributed profits will be carried forward to the next year; at the same time, based on the company's total share capital of 152 million shares as of December 31, 2010, 10 shares will be transferred from the capital reserve to every 10 shares of the shareholders, a total increase of 152 million shares. The result of the voting was: agreeing to 114,840,736 shares, the number of shares agreed to account for 100% of the total voting rights held by the shareholders and shareholder representatives present at the meeting; against 0 shares; abstaining from 0 shares. 6. Examined and approved the “Proposal on the Change of Zhengzhou Synthetic Diamond and Products Engineering Technology Research Center Expansion Projectâ€; For details, please refer to the website of the China Securities Regulatory Commission designated GEM on February 26, 2011. The result of the voting was: agreeing to 114,840,736 shares, the number of shares agreed to account for 100% of the total voting rights held by the shareholders and shareholder representatives present at the meeting; against 0 shares; abstaining from 0 shares. 7. Examined and approved the “Proposal on Establishing Subsidiaries Using Over-raised Fundsâ€. For details, please refer to the website of the China Securities Regulatory Commission's designated GEM information disclosure on February 26, 2011. The result of the voting was: 114,840,736 shares were agreed, and the number of shares agreed to accounted for 100% of the total voting rights held by the shareholders and shareholder representatives present at the meeting; 0 shares were opposed; 0 shares were abstained. III. Lawyer's Witness The shareholders' meeting was witnessed by Shanghai Jintiancheng Law Firm Jiang Zhijun and Li Bing, and issued a legal opinion. They believed that the company's 2010 annual general meeting was convened, convened, attended the meeting, and convened. Personnel qualifications, as well as voting procedures and voting results, are in compliance with the Company Law, the Rules of the Shareholders' Meeting of Listed Companies, and other legal, administrative, and other regulatory documents and the relevant provisions of the Zhengzhou Huajing Diamond Co., Ltd. , are legal and valid. IV. Documents for reference 1. Zhengzhou Huajing Diamond Co., Ltd. Resolution of the 2010 Annual General Meeting of Shareholders; 2. Legal opinions of Shanghai Jintiancheng Law Firm on the 2010 Annual General Meeting of Zhengzhou Huajing Diamond Co., Ltd. Special announcement. Zhengzhou Huajing Diamond Co., Ltd. Board of Directors March 18, 2011
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