New Daxin: Opinions of the 26th Meeting of the Second Board of Directors

As an independent director of Henan Xinda New Materials Co., Ltd. (hereinafter referred to as “the company”), in accordance with the “Guiding Opinions on Establishing an Independent Director System in Listed Companies”, “Shenzhen Stock Exchange GEM Listing Rules”, “Shenzhen Securities” "Regulations on the Standardized Operation of Listed Companies on the Growth Enterprise Market of the Exchange", the "Articles of Association of Henan Xinda New Materials Co., Ltd." (hereinafter referred to as "the Articles of Association") and the requirements of the company's "Independent Director System" and other relevant laws, regulations and regulatory documents, As an independent director, we have carefully checked the relevant proposals of the 26th meeting of the second board of directors in the principle of seriousness, responsibility and independent judgment. We now publish the following independent opinions:

I. Independent opinions on hiring the company's 2013 annual audit institution

After review, Dahua Certified Public Accountants (special general partnership) has the qualifications for auditing securities and futures-related businesses, and has the experience and ability to provide audit services for listed companies. It can meet the requirements of the company's 2013 financial audit work and agree to hire Dahua. The accounting firm (special general partnership) is the company's 2013 annual audit institution with a term of one year and an audit fee of 300,000 yuan.

This proposal still needs to be submitted to the company's 2013 shareholders meeting for consideration.

2. Pre-approval and independent opinions on the daily connected transactions of the company's wholly-owned subsidiary Pingdingshan Yicheng New Materials Co., Ltd. and Qinghai Zhongxin Solar New Materials Technology Co., Ltd. in the second half of 2013

As the transactions involved in this proposal are related party transactions, before the board of directors of the company deliberated, we investigated the situation based on the information submitted by the relevant departments of the company and considered that the related party transactions were daily transactions. Our four independent directors The related party transactions were reviewed and agreed to be submitted to the board of directors for consideration and the independent opinions were as follows:

The daily related transactions of the company's wholly-owned subsidiary Pingdingshan Yicheng New Materials Co., Ltd. and Qinghai Zhongxin Solar New Material Technology Co., Ltd. are priced according to market prices, in line with the principle of “fair, fair and fair”, in line with the interests of the company and all shareholders. Comply with the relevant laws and regulations. The related parties have followed the principles of fairness and standardization, will not affect the independence of the company, and there is no situation that harms the interests of the company and the legitimate rights and interests of all shareholders. It is agreed that the company's wholly-owned subsidiary Pingdingshan Yicheng New Materials Co., Ltd. and Qinghai Zhongxin Solar New Material Technology Co., Ltd. will conduct daily related transactions in the second half of 2013, and the transaction amount will not exceed 120 million yuan.

3. Independent opinions on hiring senior management and replacing the secretary of the board of directors

After review, Mr. Song Middle School's appointment procedures and qualifications are in compliance with the relevant provisions of the Company Law and the Articles of Association. Mr. Song Middle School has the professional knowledge and ability to perform the duties of the secretary of the board of directors. The relevant information of the employed person has been submitted to the Shenzhen Stock Exchange and has passed the qualification examination of the board secretary. No company law has been found, the “Stock Exchange Rules of the Shenzhen Stock Exchange GEM” and the “Shenzhen Stock Exchange GEM”. The situation as stipulated in the Code of Practice for Listed Companies shall not be the secretary of the board of directors. The replacement of the secretary of the board of directors did not adversely affect the company's standard operation, investor relations, information disclosure, etc., and there was no harm to the interests of the company and other shareholders. He agreed to hire Mr. Song Middle School as the company's vice president and secretary of the board of directors until the expiration of the second board of directors of the company.

Independent director:

Yan Mingzhai Zhu Lifeng

Xu Qiangsheng Zhu Lizhen

August 5, 2013

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