**Abstract**
Zhengzhou Huajing Diamond Co., Ltd. announces the resolution of its 2012 Annual General Meeting of Shareholders. The company and all members of the Board of Directors guarantee that the information provided in this announcement is accurate, complete, and free from any false statements or omissions.
Important notes:
(1) No resolutions were vetoed or altered during the meeting.
(2) No new proposals were submitted for voting.
**Announcement of Resolutions of the 2012 Annual General Meeting of Zhengzhou Huajing Diamond Co., Ltd.**
The company and all members of the Board of Directors confirm that the contents of this announcement are true, accurate, and complete, with no misleading information or significant omissions.
**I. Meeting Convening and Attendance**
The 2012 Annual General Meeting of Shareholders of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “the Companyâ€) was held on-site at the company’s meeting room on April 16, 2013, at 10:00 a.m. On March 26, 2013, the Company published the “Notice of the 2012 Annual General Meeting†on the Juxun Information Network website, which is designated by the China Securities Regulatory Commission. The meeting was called by the Board of Directors and chaired by Mr. Guo Liuxi, Chairman of the Board. A total of 10 shareholders and their representatives attended, representing 311,317,202 shares, which accounted for 51.20% of the total voting shares. Several directors, supervisors, senior management personnel, and witness lawyers also participated in the meeting. All procedures followed during the meeting were in accordance with the Company Law and the Company’s Articles of Association, making the meeting legally valid.
**II. Review and Voting on Proposals**
The general meeting used on-site anonymous voting to review and approve the following proposals:
1. The Company’s “2012 Annual Report of the Board of Directors†was reviewed and approved.
- Votes in favor: 311,317,202 (100%).
- Votes against: 0.
- Votes abstained: 0.
2. The Company’s 2012 Work Report of the Board of Supervisors was examined and approved.
- Votes in favor: 311,317,202 (100%).
- Votes against: 0.
- Votes abstained: 0.
3. The Company’s 2012 Annual Report and Summary were reviewed and approved.
- In 2012, the Company achieved an operating income of RMB 550,536,596.43, a year-on-year increase of 18.52%.
- Net profit attributable to listed shareholders was RMB 122,483,544.57, a decrease of 13.52% compared to the previous year.
- Votes in favor: 311,317,202 (100%).
- Votes against: 0.
- Votes abstained: 0.
4. The Company’s 2012 Financial Statements were reviewed and approved.
- Votes in favor: 311,317,202 (100%).
- Votes against: 0.
- Votes abstained: 0.
5. The 2012 Profit Distribution Plan was reviewed and approved.
- Based on the total share capital of 608 million shares as of December 31, 2012, the Company planned to distribute a cash dividend of RMB 0.40 per 10 shares (including tax), totaling RMB 24.32 million.
- Votes in favor: 306,849,956 (98.57%).
- Votes against: 0.
- Votes abstained: 4,467,246 (1.43%).
6. The proposal to renew the appointment of the 2013 Annual Auditing Organization was examined and approved.
- Votes in favor: 311,317,202 (100%).
- Votes against: 0.
- Votes abstained: 0.
**III. Legal Opinion**
Law firm: Shanghai Jintiancheng Law Firm
Legal Counsel: Shen Guoquan and Jiang Zhijun
Conclusion: The convening, procedures, attendance, convener qualifications, voting process, and results of the 2012 Annual General Meeting of Zhengzhou Huajing Diamond Co., Ltd. fully comply with the Company Law, the Rules of the Shareholders’ Meeting of Listed Companies, and other relevant laws and regulations. All actions taken were legal and valid.
**IV. Reference Documents**
1. Resolution of the 2012 Annual General Meeting of Zhengzhou Huajing Diamond Co., Ltd.
2. Legal opinion from Shanghai Jintiancheng Law Firm regarding the 2012 Annual General Meeting.
**Special Announcement**
Zhengzhou Huajing Diamond Co., Ltd.
Board of Directors
April 16, 2013
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