Sifangda: Legal opinion of the 2012 Annual General Meeting

**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 Firm”) was entrusted by Henan Sifangda Superhard Materials Co., Ltd. (hereinafter referred to as “the Company”) to conduct an on-site witness at the 2012 Annual General Meeting of the Company (hereinafter referred to as “the Shareholders’ Meeting”). In accordance with the relevant provisions of the Company Law of the People’s Republic of China, the Rules of the General Meeting of Listed Companies, and other applicable laws, regulations, and the Company’s Articles of Association, the Firm has issued this legal opinion based on its on-site observation and verification of the documents and facts provided by the Company. The Firm appointed lawyers Xu Yingluo and Wang Xiaobin (hereinafter referred to as “the Lawyers”) to attend the Shareholders’ Meeting. These lawyers conducted their duties in compliance with professional standards, ethics, and due diligence expected of legal practitioners. They verified the authenticity and completeness of all materials and information related to the meeting. This legal opinion is issued based on the Company’s assurance that it has provided the Firm with all necessary information and documentation required for the issuance of this opinion. All facts and materials relevant to the legal opinion have been disclosed, and the information provided by the Company—including identity certificates, stock account cards, power of attorney, business licenses, and other related documents—is accurate, complete, and free from false statements, misleading information, or material omissions. All signatures and seals on the documents are genuine and valid. This legal opinion addresses only the procedures for convening and holding the Shareholders’ Meeting, the qualifications of the convener and participants, the voting procedures, and the legal validity of the voting results, as stipulated in Article 5 of the Rules of the General Meeting of Shareholders. It does not cover the content of proposals discussed during the meeting or the accuracy of any facts or data mentioned. This legal opinion is intended solely for the purpose of witnessing the Shareholders’ Meeting. The Company agrees to publish this legal opinion along with other documents from the meeting in accordance with applicable regulations. 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 have issued the following legal opinion: **I. Regarding the Procedures for Convening and Holding the Shareholders’ Meeting** 1. The 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. 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 date, location, mode, convenor, agenda, and equity registration date. The announcement was made 20 days prior to 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, No. 109, 10th Street, Zhengzhou Economic and Technological Development Zone. It was chaired by Mr. Fang Haijiang, the Chairman of the Company. The time, place, and agenda were consistent with the notice. Therefore, the procedures for convening and holding the Shareholders’ Meeting comply with the Company Law, the Rules of the General Meeting of Shareholders, and the Company’s Articles of Association. **II. Regarding the Qualifications of Attendees and the Convener** 1. According to the 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. The Company’s directors, supervisors, and senior management personnel were present. 3. The convener of the meeting was the Board of Directors. Thus, the qualifications of attendees and the convener meet the requirements of the Company Law, the Rules of the General Meeting of Shareholders, and the Company’s Articles of Association. **III. Voting Procedures and Results** 1. The meeting reviewed and voted on the following proposals: - 2012 Board of Directors Work Report - 2012 Work Report of the Board of Supervisors - 2012 Financial Statements - 2012 Profit Distribution and Capital Reserve Fund Transfer Plan - Proposal to Reappoint Guofu Haohua Certified Public Accountants - Full Text and Summary of the 2012 Annual Report All proposals were in line with the contents of the Company’s announcement and no new or temporary proposals were submitted. 2. The voting was conducted by name, with each item voted on individually. The vote counts were supervised by shareholder representatives, supervisors, and the Firm’s lawyers. The results were announced on the spot. 3. All proposals were approved by 100% of the valid votes cast. 4. Independent directors also reported on their work in 2012. The voting procedures and results comply with the Company Law, the Rules of the General Meeting of Shareholders, and the Company’s Articles of Association. Therefore, the voting results are legal and valid. **IV. Conclusion** In summary, the Firm believes that the procedures for convening and holding the Shareholders’ Meeting, the qualifications of the attendees and convener, and the voting procedures and results are in full compliance with the Company Law, the Rules of the General Meeting of Shareholders, and other applicable laws and regulations. Thus, the resolutions passed at the meeting are legal and valid. This legal opinion shall become effective upon being signed by the lawyer of the Firm and sealed by the Stock Exchange. This legal opinion is issued in triplicate. **(Signature Page)** Legal Opinion on the 2012 Annual General Meeting of Henan Sifangda Superhard Materials Co., Ltd. (This page contains no text and serves as the signature page for the legal opinion.) **Lawyers of Beijing Huacheng Law Firm:** Xu Yingluo **Principal:** Yan Xuemei Wang Xiaobin **Date of Signature:** May 17, 2013

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