Yu Diamond: Legal Opinion of the First Extraordinary General Meeting of 2013

To: Zhengzhou Huajing Diamond Co., Ltd.

        Shanghai Jintiancheng Law Firm (hereinafter referred to as “the Firm”) has accepted the entrustment of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Your Secretary”) to discuss the matters concerning the holding of the first extraordinary shareholders meeting of 2013 by your company. "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), "Rules of the General Meeting of Listed Companies" (Zheng Jian Fa [2006] No. 21) and other laws, regulations and other regulatory documents and "Zhengzhou Huajing Diamond Co., Ltd." This Law is issued in accordance with the relevant provisions of the Articles of Association (hereinafter referred to as the “Articles of Association”).

        In order to issue this legal opinion, the lawyers of the firm conducted necessary verification and verification of the relevant matters involved in the general meeting of shareholders, reviewed relevant documents and materials that the lawyers of the firm considered to be required for the examination of the legal opinions, and participated in The entire process of your shareholder meeting.

        In view of this, according to the requirements of the "Company Law" and the "Rules of the General Meeting of Listed Companies", in accordance with the recognized business standards, ethics and diligence of the lawyers, our lawyers now issue legal opinions as follows:

I. Qualifications of the convener of this general meeting of shareholders and convening and convening procedures

After verification, the general meeting of shareholders of your company was convened by your board of directors. On September 30, 2013, your company published the “Zhengzhou Huajing Diamond Co., Ltd. Notice on Convening the First Extraordinary General Meeting of the Company in 2013” ​​on the designated information disclosure website such as Juchao Information Network, which will be the shareholders' meeting. The time, place, convening method, meeting deadline, attendance, deliberation matters, registration methods, etc. shall be announced. The date of publication of the announcement has reached 15 days from the date of the general meeting of shareholders.

After verification, the shareholders' meeting of your company was held on time at 10:30 am on October 16, 2013 in the conference room of No. 24 Dongqing Street, High-tech Development Zone, Zhengzhou City.

Our lawyers believe that the convener of this general meeting is legal and valid. The convening and convening procedures of this general meeting are in compliance with the Company Law, the Rules of the Shareholders' Meeting of Listed Companies, and other laws, regulations and other regulatory documents and the Articles of Association. Relevant regulations.

Second, the qualifications of the attendees at this general meeting of shareholders

(1) Shareholders and proxies attending the meeting

According to the company's signature and power of attorney, the shareholders and proxies attending the on-site meeting of the shareholders meeting were 5, representing 295,200,080 shares with voting rights, accounting for 48.55% of the total number of shares of the company of 608 million. As verified by our lawyers, the above shareholders and proxies hold legal certificates to attend the meeting, and their qualifications for attending the meeting are legal and valid.

(2) Other personnel attending the meeting

As verified by our lawyers, other personnel attending this general meeting are directors, supervisors and senior management of the company. Their qualifications for attending the meeting are legal and valid.

III. Proposal for consideration at this general meeting of shareholders

After review, the proposal reviewed at the shareholders' meeting belongs to the terms of reference of the shareholders' meeting of the company and is consistent with the deliberations listed in the notice convening the general meeting of shareholders; the proposal of the notice has not been revised at this general meeting of shareholders. In the case of the shareholders, no new proposals were proposed.

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

In accordance with the agenda and deliberations of this general meeting of shareholders, this general meeting of shareholders adopted the on-site anonymous voting method to review the “Zhengzhou Huajing Diamond Co., Ltd. Proposal on Applying for Issuance of Short-term Financing Bonds”. The voting results are:

Agree to 295,200,080 shares, accounting for 100% of the voting rights held by the attending shareholders; against 0 shares, accounting for 0% of the voting rights held by the attending shareholders; abstaining 0 shares, accounting for 0% of the voting rights held by the attending shareholders.

Our lawyers believe that the voting procedures and voting results of this general meeting of shareholders are in compliance with the laws, administrative regulations and other regulatory documents such as the “Company Law” Rules of the Shareholders' Meeting of Listed Companies and the relevant provisions of the Articles of Association.
V. Concluding comments

In summary, our lawyers believe that the convening, convening procedures, qualifications of attendees, convener qualifications, voting procedures, voting results, etc. of your company's first extraordinary general meeting in 2013 are in compliance with the Company Law. The laws, administrative regulations and other regulatory documents such as the Rules of the Shareholders' Meeting of Listed Companies and the relevant provisions of the "Zhengzhou Huajing Diamond Co., Ltd." are all legal and valid.

Shanghai Jintiancheng Law Firm Acting Lawyer: Shen Guoquan

Person in charge: Wu Mingde's lawyer: Jiang Zhijun

October 16, 2013

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