Yu Diamond: Signing a Tripartite Supervision Agreement for Raised Funds

The sixth meeting of the second board of directors of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as the “Company”) and the 2011 Annual General Meeting of Shareholders successively reviewed and approved the “Proposal on Establishing a Holding Subsidiary Using Over-raised Funds”, agreeing to use the company’s over-raised With a capital of 18 million yuan, the company has set up a holding subsidiary to engage in the research, development and sales of diamond grinding wheels. According to the above resolution, the company established a holding subsidiary, Henan Huamao New Material Technology Development Co., Ltd. (hereinafter referred to as “Huaomao New Materials”) with a registered capital of RMB 20 million. (For details, please refer to the announcement of the China Securities Regulatory Commission's designated 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, Huamao New Materials, a subsidiary of the company, opened a special account for raising funds (hereinafter referred to as “special account”) in the Xinan County Branch of the Agricultural Bank of China (601288) Co., Ltd. (hereinafter referred to as “special bank”). The company and the sponsor institution China Merchants Securities (600999) Co., Ltd. (hereinafter referred to as “China Merchants Securities”) and the special account bank signed the “Tripartite Supervision Agreement on Raised Funds”. The details are as follows: 1. Huamao New Materials has opened a special account in the special account bank with an account number of 16-135101040010294. As of September 10, 2012, the balance of the special account is 18 million yuan. This special account is only used for the storage and use of funds raised by Huamao New Materials “Implementing 50,000 pieces of high quality diamond grinding wheel project” and should not be used for other purposes. 2. If the fund-raising investment project is implemented by the company's subsidiaries or other enterprises controlled by the company, the company shall ensure that the subsidiary or other controlled enterprises comply with the laws, regulations and normative documents on the management of the raised funds, and the company's fund-raising management system. And the relevant provisions of the "Tripartite Supervision Agreement on Raised Funds". 3. The raised funds of Huamao New Materials deposited in the form of deposit certificates are RMB 10,000. If Huamao New Materials deposits the raised funds in the form of deposit receipt, it must notify China Merchants Securities and promise that it will be transferred to the special fundraising account specified in the “Tripartment Supervision Agreement for Raised Funds” for management or deposit in a deposit form, and notify China Merchants Securities. Huamao new materials deposit slips may not be pledged. 4. The company, Huamao New Materials and the Bank of the Special Account 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 "People's Bank Settlement Account Management Measures". 5. As the sponsor institution of the company, China Merchants Securities shall, in accordance with relevant regulations, appoint a sponsor representative or other staff member 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, Huamao New Materials 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. 6. The company and Huamao New Materials authorize the sponsor representatives of China Merchants Securities, Yang Yulin and Yu Guoqing to inquire at the bank of the special account and copy the information of Huamao New Materials Special Account at any time; the bank of the special account should promptly, accurately and completely Provide the relevant account information needed. If the sponsor representative asks the special bank for the relevant information of Huamao New Materials Special Account, he shall issue his/her legal proof; other staff designated by China Merchants Securities shall issue the legal identification of the person when inquiring about the special account of the company. And unit introduction letter. 7. The bank of the special account will issue a statement to the company and Huamao New Materials on a monthly basis (before 15th of each month) and copy it to China Merchants Securities. The bank of the special account shall ensure that the contents of the statement are true, accurate and complete. 8. Huamao New Materials will accumulate more than 10 million yuan from the special account in one or 12 months or 10% of the total amount of funds raised after deducting the issuance expenses (hereinafter referred to as “net of raised funds”). If the lower one is the case, the bank of the special account shall promptly notify China Merchants Securities by fax, and provide a list of expenses for the special account. 9. 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 15 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. X. If either party fails to perform or does not fully perform its respective responsibilities and obligations in the Tripartite Supervision Agreement on Raised Funds, it constitutes a breach of contract and shall be liable to the other party for breach of contract. If the bank of the special account fails to issue a statement 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 there is a situation in which the company has not cooperated with the investment securities investigation account, the company and Huamao New Materials have the right or China Merchants Securities has The right requires the company and Huamao New Materials to unilaterally lift the "Tripartite Supervision Agreement on Raised Funds" and cancel the special fundraising fund. For example, the company and Huamao New Materials need to change the fundraising account to open a bank or open an account due to the implementation of the fund-raising investment project, and need to sign a new “Tripartite Supervision Agreement on Raised Funds” with the relevant bank, the company, Huamao The new materials, the special bank, and China Merchants Securities agreed to terminate the “Tripartite Supervision Agreement on Raised Funds” from the date of the signing of the “Tripartite Supervision Agreement on Raised Funds”. XI. The “Tripartite Supervision Agreement for Raised Funds” shall come into effect on the date of signing or stamping and stamping the official seals of the company, Huamao New Materials, the special bank and the legal representative of China Merchants Securities or its authorized representatives. The date of completion of the expenditure expires. XII. Any dispute arising from the “Tripartite Supervision Agreement on Raised Funds” or related to the “Tripartite Supervision Agreement on Raised Funds” shall be settled by negotiation. If the negotiation fails, the parties to the agreement shall agree to resolve the following method: ( 1) Submit the dispute to the Beijing Arbitration Commission and conduct arbitration according to its arbitration rules; (2) Submit the dispute to the China International Economic and Trade Arbitration Commission and conduct arbitration according to its arbitration rules; (3) Submit the dispute to the People's Court of the place where the agreement is signed.

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