The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions. The 17th meeting of the first board of directors of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as "the company") and the 2010 annual general meeting of shareholders of the company reviewed and approved the "Proposal on the Establishment of Subsidiaries Using Over-raised Funds". According to the development trend of the industry and the current situation of the company's operation, the company has set up a subsidiary company with over 50 million yuan of super-raised funds, and is committed to the R&D and production of the downstream diamond industry such as the micro-diamond line project for the photovoltaic industry (see the company's February 26, 2011 publication). Announcement on the GEM Information Disclosure Website of the China Securities Regulatory Commission. Accordingly, the company's newly established wholly-owned subsidiary - Huajing Precision Manufacturing Co., Ltd. (hereinafter referred to as "Hua Jing Precision") registered capital of 50 million yuan. Huajing Precision completed the industrial and commercial registration on August 8, 2011 (for details, please refer to the announcement published on August 10, 2011 by the China Securities Regulatory Commission on the GEM Information Disclosure Website). In order to regulate the management of funds raised by the company and protect the rights and interests of small and medium-sized investors, in accordance with the "Contract Law of the People's Republic of China", the "Securities Law of the People's Republic of China", the "Interim Measures for the Administration of Initial Public Offerings and Listing on the Growth Enterprise Market", and "Shenzhen Securities Trading" Relevant laws, regulations and normative documents such as the Measures for the Management of Funds Raised by Listed Companies, the Rules for the Listing of the GEM of the Shenzhen Stock Exchange and the Guidelines for the Standardization of the Listed Companies of the Shenzhen Stock Exchange, and the Management of Raised Funds Developed by Listed Companies According to the relevant regulations of the system, the company's subsidiary Huajing Precision Manufacturing Co., Ltd. (hereinafter referred to as “Hua Jing Precisionâ€) opened a special account for raising funds at Zhengzhou Branch of CITIC Bank Co., Ltd. (hereinafter referred to as “special bankâ€) (hereinafter referred to as “specialized†""", and will sign the "Tripartite Supervision Agreement on Raised Funds" with the company and the sponsor institution China Merchants Securities Co., Ltd. (hereinafter referred to as "China Merchants Securities") and the special account bank. The details are as follows: 1. Opening of special account for raised funds: Huajing Precision opened a special account at CITIC Bank Co., Ltd. Zhengzhou Branch, with an account number of 7391310182100024219. As of August 31, 2011, the balance of the special account was 50 million yuan. This special account is only used for the storage and use of the funds raised by the company “Implementing the micro-diamond line project for the photovoltaic industry†and may not be used for other purposes. 2. Huajing Precision has raised RMB 0 million in depository deposit. If Huajing Precision deposits the raised funds by depository receipt, it must notify the sponsor institution and promise that it will be transferred to the special fundraising account specified in this agreement for management or deposit in a deposit form, and notify the sponsor institution. Huajing Precision Depository cannot be pledged. 3. All parties to the agreement shall abide by the provisions of the relevant laws, regulations and normative documents such as the "Law of the People's Republic of China", "Payment and Settlement Measures" and "Measures for the Administration of RMB Bank Settlement Accounts". 4. As the sponsor institution of the company, China Merchants Securities shall, in accordance with relevant regulations, appoint a sponsor representative or other staff to supervise the use of funds raised by the company. China Merchants Securities shall perform its supervisory duties in accordance with the relevant provisions on the management of raised funds and the fundraising management system formulated by the company, and shall have the right to exercise its supervisory power by means of on-site investigations and written inquiries. The company, Huajing Precision and the bank of the special account should cooperate with the investigation and inquiry of China Merchants Securities. China Merchants Securities shall check the storage situation of the raised funds account at the same time for the company's on-site investigation. V. The company's authorized sponsors designated by China Merchants Securities, Yang Yulin and Yu Guoqing, can go to the bank of the special account to inquire and copy the information of Huajing Precision Account at any time; the bank of the special account should provide relevant and relevant information to the bank in a timely, accurate and complete manner. Household information. The sponsor representative shall issue his/her legal identity certificate when inquiring about the situation of Huajing Precision Account to the special bank; other staff designated by China Merchants Securities shall issue their legal status when inquiring about the situation of Huajing Precision Account. Proof and unit introduction letter. 6. The special account bank will issue a statement to the company on a monthly basis (before 10th of each month) and send a copy to China Merchants Securities. The bank of the special account shall ensure that the contents of the statement are true, accurate and complete. VII. Huajing Precision accumulates more than 10 million yuan from the special account within one or 12 months or 10% of the total amount of funds raised after deducting the issuance expenses (whichever is lower), special bank China Merchants Securities shall be notified by fax in a timely manner, and a list of expenses of the special account shall be provided. 8. China Merchants Securities has the right to replace the designated sponsor representative in accordance with relevant regulations. If China Merchants Securities replaces the sponsor representative, it shall notify the bank of the relevant bank in writing and notify the contact person of the sponsor representative in writing in accordance with the requirements of Article 13 of the Tripartite Supervision Agreement for Raised Funds. The replacement of the sponsor representative does not affect the effectiveness of the Tripartite Supervision Agreement on Raised Funds. If the bank of the special account fails to issue a statement of reconciliation to China Merchants Securities in a timely manner or notify the China Merchants Securities of the large amount of withdrawals in a timely manner, and if there is a situation that does not cooperate with the special account of China Merchants Securities, the company has the right or the company has the right to request the company to unilaterally The “Tripartite Supervision Agreement on Raised Funds†was terminated and the special fundraising fund was cancelled. IX. The “Tripartite Supervision Agreement for Raised Funds†shall come into force on the day when the company, Huajing Precision, the special bank, or the authorized representative of China Merchants Securities, or its authorized representative, sign or seal and affix the official seals, to the full expenditure of the special account funds. The date of completion is invalid. Special announcement.
Zhengzhou Huajing Diamond Co., Ltd.
Board of Directors
September 21, 2011
Zhengzhou Huajing Diamond Co., Ltd.
Board of Directors
September 21, 2011
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