**Abstract**
Stock Code: 300179
Securities Abbreviation: Sifangda
Announcement No.: 2013-022
**Henan Sifangda Superhard Materials Co., Ltd. Announcement on the Resolutions of the 2012 Annual General Meeting of Shareholders**
The company and all members of the Board of Directors guarantee that the contents of this announcement are true, accurate, and complete, with no false records, misleading statements, or material omissions.
**Important Note:**
No proposals were added, rejected, or modified during the meeting. No motion was rejected at this meeting.
**I. Meeting Convening**
1. **Meeting Time:** May 17, 2013, at 10:00 a.m.
2. **Meeting Location:** Meeting Room on the 4th Floor, No. 109, 10th Street, Zhengzhou Economic and Technological Development Zone
3. **Meeting Mode:** On-site Voting
4. **Convener:** The Board of Directors of the Company
5. **Chairperson:** Mr. Fang Haijiang, Chairman
6. **Compliance:** The meeting was conducted in accordance with relevant laws, administrative regulations, departmental rules, and the company's Articles of Association.
**II. Attendance at the Meeting**
A total of 11 shareholders and their proxies attended the meeting, representing 62,148,887 voting shares, which accounted for 51.79% of the total number of voting shares. All directors, supervisors, and senior management of the company were present.
**III. Review of Proposals**
The shareholders’ meeting reviewed and approved the following proposals through voting:
1. **Review and Approval of the “2012 Annual Report of the Board of Directorsâ€**
- Voting Results: 62,148,887 votes in favor (100%), 0 against (0%), 0 abstentions (0%).
2. **Review and Approval of the “2012 Work Report of the Board of Supervisorsâ€**
- Voting Results: 62,148,887 votes in favor (100%), 0 against (0%), 0 abstentions (0%).
3. **Review and Approval of the “2012 Financial Final Reportâ€**
- In 2012, the company achieved operating income of RMB 131.67 million, up 19.89% year-on-year; total profit was RMB 39.9442 million, down 4.42% year-on-year; operating profit was RMB 32.4155 million, up 2.01% year-on-year; net profit attributable to shareholders was RMB 34.3298 million, down 3.54% year-on-year.
- Voting Results: 62,148,887 votes in favor (100%), 0 against (0%), 0 abstentions (0%).
4. **Review and Approval of the “2012 Profit Distribution and Capital Reserve Fund Transfer Planâ€**
- Based on the existing share capital of 120 million shares, the company proposed to distribute RMB 1.50 per 10 shares (including tax), and increase 8 shares from the capital reserve fund for every 10 shares.
- Voting Results: 62,148,887 votes in favor (100%), 0 against (0%), 0 abstentions (0%).
5. **Review and Approval of the “Proposal on Renewing the Appointment of Guofu Haohua Certified Public Accountantsâ€**
- The company decided to continue engaging Guofu Haohua Certified Public Accountants as its auditor for 2013, with a one-year term.
- Voting Results: 62,148,887 votes in favor (100%), 0 against (0%), 0 abstentions (0%).
6. **Review and Approval of the “Full Report and Summary of the 2012 Annual Reportâ€**
- Voting Results: 62,148,887 votes in favor (100%), 0 against (0%), 0 abstentions (0%).
**IV. Legal Opinion**
The meeting was witnessed by lawyers Xu Yinglu and Wang Xiaobin from Beijing Huacheng Law Firm, who issued a “Legal Opinion.†The opinion concluded that the procedures for convening the shareholders' meeting, the qualifications of attendees, the convener’s qualifications, and the voting process and results were all in compliance with relevant laws, regulations, and the company’s articles of association. The resolutions passed were legal and valid.
**V. Reference Documents**
1. Resolutions of the 2012 Annual General Meeting of Shareholders
2. Legal Opinion from Beijing Huacheng Law Firm
**Special Announcement**
**Henan Sifangda Superhard Materials Co., Ltd.**
**Board of Directors**
May 17, 2013
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