**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 confirm that the information provided in this announcement is accurate, complete, and free from any false statements, misleading information, or material omissions.
Important notes:
(1) No resolutions were vetoed or changed during this 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 guarantee that the contents of the announcement are true, accurate, and complete, with no false records, misleading statements, or major omissions.
**I. Meeting Convening and Attendance**
The 2012 Annual General Meeting of Shareholders of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “the Shareholders’ Meetingâ€) was held on-site at the company’s meeting room on April 16, 2013, at 10:00 AM. On March 26, 2013, the company published the “Notice of Holding the 2012 Annual General Meeting†on the Juxun Information Network website, designated by the China Securities Regulatory Commission.
The meeting was convened by the Board of Directors and chaired by Mr. Guo Liuxi, the Chairman of the Board. A total of 10 shareholders and their representatives attended the meeting, representing 311,317,202 shares, which accounted for 51.20% of the company’s total voting shares. Some of the company's directors, supervisors, senior management personnel, and legal witnesses were also present.
All procedures related to the convening, voting, and attendance of the meeting were in compliance with the relevant provisions of the Company Law and the Articles of Association, ensuring the legality and validity of the process.
**II. Review and Voting on Proposals**
The shareholders’ meeting adopted on-site anonymous voting to review and approve the following proposals:
1. The “2012 Annual Report of the Board of Directors†was reviewed and approved.
- Voting result: 311,317,202 votes in favor (100% of valid votes), 0 against, 0 abstentions.
2. The “2012 Work Report of the Board of Supervisors†was examined and approved.
- Voting result: 311,317,202 votes in favor (100% of valid votes), 0 against, 0 abstentions.
3. The “2012 Annual Report and Summary†was reviewed and approved.
- In 2012, the company achieved an operating income of RMB 550,536,596.43, an increase of 18.52% year-over-year. Net profit attributable to shareholders was RMB 122,483,544.57, a decrease of 13.52% compared to the previous year.
- Voting result: 311,317,202 votes in favor (100% of valid votes), 0 against, 0 abstentions.
4. The “2012 Financial Statements†were reviewed and approved.
- Voting result: 311,317,202 votes in favor (100% of valid votes), 0 against, 0 abstentions.
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 0.40 yuan per 10 shares (including tax). The total distribution amounted to RMB 24.32 million, with the remaining undistributed profits carried forward to the next year.
- Voting result: 306,849,956 votes in favor (98.57% of valid votes), 0 against, 4,467,246 abstentions (1.43% of valid votes).
6. The “Proposal on Renewing the Appointment of the 2013 Annual Auditing Organization†was examined and approved.
- Voting result: 311,317,202 votes in favor (100% of valid votes), 0 against, 0 abstentions.
**III. Legal Opinion from the Law Firm**
1. Law firm name: Shanghai Jintiancheng Law Firm
2. Lawyers: Shen Guoquan, Jiang Zhijun
3. Conclusion:
The meeting procedures, attendee qualifications, convener qualifications, voting process, and voting results were all in accordance with the Company Law, the Rules of the Shareholders’ Meeting of Listed Companies, and other applicable laws and regulations. All actions taken during the meeting 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 of Zhengzhou Huajing Diamond Co., Ltd.
**Special Announcement**
Zhengzhou Huajing Diamond Co., Ltd.
Board of Directors
April 16, 2013
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