Sifangda: Announcement of Resolutions of 2012 Annual General Meeting

Abstract Stock Code: 300179 Securities Abbreviation: Sifangda Announcement No.: 2013-022 Henan Sifangda Superhard Materials Co., Ltd. Announcement of Resolutions of 2012 Annual General Meeting of Shareholders The company and all members of the Board of Directors guarantee that the contents of the announcement are true, accurate and complete, no.. .
Stock code: 300179 Stock abbreviation: Sifangda Announcement No.: 2013-022

Henan Sifangda Superhard Materials Co., Ltd. Announcement on Resolutions of 2012 Annual General Meeting of Shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.

important hint:

No proposals were added, rejected or changed during the meeting.
No motion was rejected at this meeting.

I. Meeting convening

1. Meeting time: May 17th, 2013 at 10:00 am
2. Meeting place: Meeting room on the fourth floor of the company, No. 109, 10th Street, Zhengzhou Economic and Technological Development Zone
3. Meeting mode: on-site voting
4. Convener of the meeting: the board of directors of the company
5. Moderator: Mr. Fang Haijiang, Chairman
6. The convening of the meeting is in compliance with relevant laws, administrative regulations, departmental rules and the Articles of Association.

Second, the attendance of the meeting

A total of 11 shareholders and proxies attended the meeting, representing 62,148,887 shares with voting rights of the company, accounting for 51.79% of the total number of shares with voting rights of the company. The company's directors, supervisors and senior management attended the meeting.

III. Review of the motion

In accordance with the agenda of the meeting, the shareholders' meeting reviewed and approved the following proposals by way of a ballot:

1. The “2012 Annual Report of the Board of Directors” was reviewed and approved; the company's independent directors made a 2012 annual report at the meeting. Voting results: 62,148,887 shares were agreed, accounting for 100% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares against shares, accounting for 0% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares abstaining from voting, accounting for the majority of shareholders present at the meeting 0% of the total number of voting shares.

2. The “2012 Work Report of the Board of Supervisors” was reviewed and approved; voting results: 62,148,887 shares were approved, accounting for 100% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares were opposed, accounting for 0 of the total number of shares with valid voting rights held by shareholders attending the meeting. %; 0 shares of abstention shares, accounting for 0% of the total number of shares with valid voting rights held by shareholders attending the meeting.

3. The “Financial Final Report of 2012” was reviewed and approved; in 2012, the company realized operating income of RMB 131.67 million, an increase of 19.89% year-on-year; realized total profit of RMB 39,944,200, down 4.42% year-on-year; realized operating profit of RMB 32,415,500, an increase over the same period of the previous year. 2.01%; realized net profit attributable to shareholders of listed companies of RMB 34,329,800, a decrease of 3.54% year-on-year. Voting results: Agreed to 62,148,887 shares, accounting for 100% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares against shares, accounting for 0% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares abstaining, accounting for the majority of shareholders present at the meeting 0% of the total number of voting shares.

4. The “2012 profit distribution and capital reserve fund transfer plan” was reviewed and approved; based on the company's existing total share capital of 120,000,000 shares, RMB 1.50 (including tax) was distributed to all shareholders for every 10 shares; The capital reserve fund will increase 8 shares for every 10 shares of all shareholders. Voting results: Agreed to 62,148,887 shares, accounting for 100% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares against shares, accounting for 0% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares abstaining, accounting for the majority of shareholders present at the meeting 0% of the total number of voting shares.

5. The “Proposal on Renewing the Appointment of Guofu Haohua Certified Public Accountants” was reviewed and approved; the company continued to engage Guofu Haohua Certified Public Accountants as the auditor of 2013, with a term of one year. Voting results: Agreed to 62,148,887 shares, accounting for 100% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares against shares, accounting for 0% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares abstaining, accounting for the majority of shareholders present at the meeting 0% of the total number of voting shares.

6. The “Full Report and Summary of 2012 Annual Report” was reviewed and approved; voting results: 62,148,887 shares were agreed, accounting for 100% of the total number of shares with valid voting rights held by shareholders attending the meeting; 0 shares were opposed, accounting for the total number of shares with valid voting rights held by shareholders attending the meeting. 0%; 0 shares abstained from the shares, accounting for 0% of the total number of shares with valid voting rights held by shareholders attending the meeting.

4. Legal opinions issued by lawyers

The shareholders' meeting was witnessed by lawyers Xu Yinglu and Wang Xiaobin of Beijing Huacheng Law Firm, and issued a "Legal Opinion". The conclusions were: the convening and convening procedures of the company's shareholders meeting, the qualifications of the attendees, The convener qualification and voting procedures are in compliance with the relevant laws and regulations, departmental rules, regulatory documents and the Articles of Association of the Company Law, the Rules of the General Meeting of Shareholders, and the qualifications and convening of the attendees of this meeting. Person qualifications, voting procedures and voting results, as well as resolutions of the shareholders' meeting are legal and valid.

V. Documents for reference

1. Resolutions of the company's 2012 annual general meeting of shareholders;
2. Legal opinion of Beijing Huacheng Law Firm.

Special announcement.

Henan Sifangda Superhard Material Co., Ltd.

Board of Directors

May 17, 2013

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