Sifangda: Legal opinion of the 2012 Annual General Meeting

To: Henan Sifangda Superhard Materials Co., Ltd.

Beijing Huacheng Law Firm (hereinafter referred to as “the Firm”) was entrusted by Henan Sifangda Superhard Materials Co., Ltd. (hereinafter referred to as “the Company”) to the 2012 Annual General Meeting of the Company (hereinafter referred to as “the Shareholders' Meeting”) Conduct on-site witness, and in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "the "Company Law"), "Rules of the General Meeting of Listed Companies" (Zheng Jian Fa [2006] No. 21) (hereinafter referred to as "Rules of the General Meeting of Shareholders" ) China's current laws and regulations, departmental rules and regulatory documents, and the "Articles of Association of Henan Sifangda Superhard Materials Co., Ltd." (hereinafter referred to as "the Articles of Association") and "Henan Sifangda Superhard Materials Co., Ltd. This Law is issued in accordance with the relevant provisions of the Rules.

In order to issue this legal opinion, the firm has appointed lawyers Xu Yingluo and Wang Xiaobin (hereinafter referred to as “the lawyers of the firm”) to attend this general meeting of shareholders, in accordance with the recognized business standards, ethics and diligence of the lawyer industry, to this general meeting of shareholders. Conducted on-site witness and verified and verified the documents, materials and facts provided by the company related to this general meeting.

The issuance of this legal opinion by the Stock Exchange is based on the company's assurance to the Stock Exchange that the company has provided the Exchange with the information and information necessary for the issuance of this legal opinion, and all facts and materials sufficient to affect this legal opinion have been submitted to this Disclosed; all the information and information provided by the company to the firm (including but not limited to the identity certificate of the relevant personnel, stock account card, power of attorney, corporate legal person business license, etc.) are true, accurate and complete, and there is no falsehood. Recorded, misleading statements or major omissions, all signatures and/or seals on the materials are true and valid, and the copies or copies are consistent with the originals or originals.

This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and attendees, the voting procedures and the legal validity of the voting results in accordance with the requirements of Article 5 of the Rules of the General Meeting of Shareholders. The contents of the proposal reviewed by the sub-shareholders' meeting and the authenticity of the facts or data mentioned therein, and the opinions of the Beijing Huacheng Law Firm's legal opinions on the validity, completeness or legality and validity of the 2012 Annual General Meeting of Shareholders.

This legal opinion is only used for the purpose of witnessing this general meeting of shareholders. The company agrees that the company will announce this legal opinion together with other documents of this general meeting in accordance with relevant regulations. This legal opinion may not be used for any other purpose or purpose without the written consent of the Stock Exchange.

Based on the above, the firm and our lawyers have issued legal opinions as follows:


one. About the convening and holding procedure of this general meeting of shareholders

1. The meeting of the shareholders' meeting was resolved by the 11th meeting of the second board of directors held on April 23, 2013, and was convened by the board of directors of the company. Upon inspection, the company's board of directors published the "Shenzhen Sifangda Superhard Materials Co., Ltd." on April 25, 2013 through the designated website of China Securities Regulatory Commission "Juchao Information Network" (http://). Notice of the Company on Holding the 2012 Annual General Meeting of Shareholders (hereinafter referred to as “Notice of Shareholders' Meeting”), the contents of the “Notice of Shareholders' Meeting” include the time of the meeting, the place of the meeting, the mode of the meeting, the convenor of the meeting, the deliberation, and the equity registration. Days and other matters. The date of publication of the announcement has reached 20 days from the date of the general meeting of shareholders.

2. As witnessed by our lawyers, this general meeting was held on time at 10:00 am on May 17, 2013 in the conference room on the fourth floor of the company, No. 109, 10th Street, Zhengzhou Economic and Technological Development Zone, and was chaired by Mr. Fang Haijiang, the chairman of the company. The actual time, place and items considered at the on-site meeting of the shareholders' meeting shall be consistent with the time, place and deliberation matters notified in the Notice of the General Meeting of Shareholders.

Accordingly, the convening and convening procedures of the company's shareholders meeting are in compliance with the relevant laws and regulations, departmental rules, regulatory documents and the Articles of Association of the Company Law and the Rules of the General Meeting of Shareholders.


two. About the qualifications and convener qualifications of the personnel attending this general meeting

1. According to the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the company’s lawyers’ checklist was registered on the stock exchange holder’s register at the end of the trading of the Shenzhen Stock Exchange on Tuesday, May 14, 2013 (Tuesday). The account registration certificate, shareholder identification and other relevant information of the shareholders attending the shareholders meeting attended the meeting. A total of 11 shareholders attended the meeting, representing 62,148,887 shares, accounting for 51.79% of the company's total shares. Beijing Huacheng Law Firm Sifangda Legal Opinion of 2012 Annual General Meeting


2. As witnessed by our lawyers, the company's directors and supervisors attended the shareholders' meeting, and the company's senior management personnel attended the shareholders' meeting.

3. The convener of this general meeting is the board of directors of the company.

Accordingly, the qualifications of the personnel attending the company's general meeting of shareholders and the convener's qualifications are in compliance with the relevant laws and regulations, departmental rules, regulatory documents and the Articles of Association of the Company Law and the Rules of the General Meeting of Shareholders.


III. Voting procedures and voting results of this general meeting of shareholders

1. The general meeting of shareholders reviewed and voted on the following proposals:

1) "2012 Board of Directors Work Report";

2) "2012 Work Report of the Board of Supervisors";

3) “2012 Financial Statements”;

4) "2012 profit distribution and capital reserve fund transfer to share capital plan";

5) Proposal on Renewing the Appointment of Guofu Haohua Certified Public Accountants;

6) Full text and summary of the 2012 Annual Report.

As witnessed by our lawyers, the above-mentioned proposals for deliberation and voting are in line with the contents of the company announcement and have not been revised. No temporary proposals or new proposals were received at this general meeting.

2. According to the testimony of our lawyers, the company's general meeting of shareholders voted by name. The items considered in this general meeting were voted on by item, and were not put on hold or voted on for any reason. The statistics of the voting results were conducted under the supervision of the shareholder representatives, supervisors and lawyers of the firm as the tellers and scrutineers attending the general meeting, and the voting results were announced on the spot.

3. Upon verification, the proposals of the company's shareholders meeting were approved by 100% of the valid voting rights held by the shareholders and proxies attending the shareholders' meeting.

4. At this general meeting, the independent directors reported on the work of the independent directors in 2012.

Accordingly, the voting procedures and votes of the company's general meeting of shareholders are in compliance with the Company Law, the “Rules of the Beijing Municipality of Beijing Huacheng Law Firm, the Quartet of the 2012 Annual General Meeting of Shareholders”, and other laws and regulations, departmental rules and regulations. The sexual documents and the relevant provisions of the Articles of Association, the voting results are legal and valid.


four. Concluding opinion

In summary, our lawyers believe that the convening and convening procedures of the company's shareholders meeting, the qualifications of the attendees, the convener qualifications and the voting procedures are in compliance with the Company Law, the Rules of the General Meeting of Shareholders, and other laws and regulations, departmental regulations, The normative documents and the relevant provisions of the "Articles of Association", thus the qualifications of the attendees at the shareholders meeting, the qualifications of the convener, the voting procedures and voting results, and the resolutions of the shareholders' meeting are legal and valid.

This legal opinion shall be effective only after it has been signed by the lawyer of the firm and sealed by the Stock Exchange.

The original of this legal opinion is in triplicate.

(under the signing page)
Beijing Huacheng Law Firm Sifangda Legal Opinion of 2012 Annual General Meeting

(This page has no text, which is the signing page of the legal opinion of Beijing Huacheng Law Firm on the 2012 Annual General Meeting of Henan Sifangda Superhard Materials Co., Ltd.)

Beijing Huacheng Law Firm's lawyer:

Xu Yingluo

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