**Legal Opinion on the 2012 Annual General Meeting of Henan Sifangda Superhard Materials Co., Ltd.**
To: Henan Sifangda Superhard Materials Co., Ltd.
Beijing Huacheng Law Firm (hereinafter referred to as “the Firmâ€) was entrusted by Henan Sifangda Superhard Materials Co., Ltd. (hereinafter referred to as “the Companyâ€) to conduct an on-site witness at the 2012 Annual General Meeting of the Company (hereinafter referred to as “the Shareholders’ Meetingâ€). In accordance with the Company Law of the People’s Republic of China, the Rules of the General Meeting of Listed Companies, and other relevant laws, regulations, and the Company’s Articles of Association, the Firm has carefully reviewed and verified all documents and materials provided by the Company.
The Firm appointed lawyers Xu Yingluo and Wang Xiaobin (hereinafter referred to as “the Lawyersâ€) to attend the meeting in person. The Lawyers conducted a thorough on-site verification of the meeting procedures, participant qualifications, and voting process, ensuring full compliance with applicable legal standards and professional ethics.
The Company assured the Firm that all information and materials provided were complete, accurate, and free from any false statements or omissions. All signatures and seals on the submitted documents were genuine, and copies matched the original documents.
This legal opinion focuses solely on the legality of the convening and holding procedures of the Shareholders’ Meeting, the qualifications of the convener and participants, the voting process, and the validity of the voting results, as required under Article 5 of the Rules of the General Meeting of Shareholders. It does not cover the content of proposals discussed during the meeting or their factual accuracy.
This legal opinion is issued for the purpose of witnessing the 2012 Annual General Meeting. The Company agrees to publish this opinion together with other official documents of the meeting as required. This document may not be used for any other purpose without the written consent of the Firm.
Based on the above, the Firm and its lawyers hereby issue the following legal opinion:
**I. Convening and Holding Procedures of the Shareholders’ Meeting**
1. The Shareholders’ Meeting was resolved by the 11th meeting of the second board of directors held on April 23, 2013, and convened by the Board of Directors. On April 25, 2013, the Company published the Notice of the Shareholders’ Meeting on the designated website of the China Securities Regulatory Commission, “Juchao Information Network.†The notice included details such as the time, place, mode of meeting, convener, agenda, and equity registration date. The announcement was made 20 days before the meeting.
2. The meeting was held on May 17, 2013, at 10:00 a.m. in the conference room on the fourth floor of the company’s premises, chaired by Mr. Fang Haijiang, the Chairman. The actual time, place, and agenda were consistent with the notice.
**II. Qualifications of Participants and Convener**
1. According to the records from China Securities Depository and Clearing Co., Ltd., Shenzhen Branch, the shareholders registered on May 14, 2013, attended the meeting. A total of 11 shareholders participated, representing 62,148,887 shares, or 51.79% of the total shares.
2. Directors, supervisors, and senior management attended the meeting.
3. The convener of the meeting was the Board of Directors.
**III. Voting Procedures and Results**
1. The meeting reviewed and voted on six proposals, including the 2012 Board of Directors Work Report, the 2012 Board of Supervisors Work Report, the 2012 Financial Statements, the 2012 Profit Distribution Plan, the renewal of the auditor, and the full text and summary of the 2012 Annual Report.
2. Voting was conducted by name, item by item, under the supervision of shareholder representatives, supervisors, and the Lawyers.
3. All proposals were approved by 100% of the valid votes cast.
4. Independent directors reported on their work for the year 2012.
**IV. Conclusion**
In conclusion, the Firm believes that the convening and holding procedures of the Shareholders’ Meeting, the qualifications of the participants and convener, and the voting process and results are in full compliance with the Company Law, the Rules of the General Meeting of Shareholders, and other applicable laws and regulations. Therefore, the resolutions passed at the meeting are legally valid.
This legal opinion shall take effect upon being signed by the lawyer of the Firm and sealed by the Stock Exchange.
The original of this legal opinion is in triplicate.
**Signed Page**
Beijing Huacheng Law Firm Legal Opinion on the 2012 Annual General Meeting of Henan Sifangda Superhard Materials Co., Ltd.
**Lawyers of Beijing Huacheng Law Firm:**
Xu Yingluo
Wang Xiaobin
**Principal:**
Yan Xuemei
**Date of Signing:** May 17, 2013
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