Zhengzhou Huajing 2012 General Meeting of Shareholders

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 hold matters concerning the 2012 Annual General Meeting of the Company, according to the People’s Republic of China. Company Law (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." (below) This document is issued in the relevant provisions of 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, your 2012 Annual General Meeting of Shareholders will be held on time at 10:00 am on April 16th, 2013 at the meeting room of No. 24 Dongqing Street, High-tech Development Zone, Zhengzhou City. This general meeting of shareholders will be convened by your board of directors. After verification, on March 26, 2013, your company published the “Zhengzhou Huajing Diamond Co., Ltd. Notice on Holding the 2012 Annual Shareholders' Meeting” on the website of Juchao Information, and held the time, place and convening of this general meeting. The method, the deadline for the meeting, the object of attendance, the matters for consideration, and the registration method shall be announced. The date of publication of the announcement has reached 20 days from the date of the general meeting of shareholders. 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 normative Shanghai Jintiancheng lawyers. The legal opinion documents of the firm and the relevant provisions of the Articles of Association.

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 10, representing 311,317,202 shares with voting rights, accounting for the total number of shares of the company. 51.20% of the 608 million shares. 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 the general meeting of shareholders are directors, supervisors, senior management personnel and other persons invited by 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 proposals reviewed at this general meeting of shareholders are within the scope of the powers of the general meeting of the company, and are consistent with the deliberations listed in the notice convening this general meeting of shareholders; the resolution of the notice has not occurred at this general meeting of shareholders. In the case of revision, there has been no situation in which shareholders have proposed new proposals.

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 method of on-site anonymous voting to consider the following proposals. The voting results are as follows:

1. The voting results of the “2012 Annual Report of the Board of Directors” were: 311,317,202 shares, representing 100% of the total number of shares with valid voting rights at the shareholders' meeting; 0 shares against 0 shares; 0 shares abstained.

2. The voting results of the “2012 Annual Supervisory Committee Work Report” were: 311,317,202 shares, accounting for 100% of the total number of shares with valid voting rights at the shareholders' meeting; 0 shares against 0 shares; 0 shares abstained.

3. The voting results of the “2012 Annual Report” and “2012 Annual Report Summary” were: 311,317,202 shares, accounting for 100% of the total number of shares of the Shanghai Jintiancheng Law Firm with valid voting rights at the shareholders' meeting; Ticket 0 shares; abstained from 0 shares.

4. The voting result of the “2012 Financial Statements” was: 311,317,202 shares, accounting for 100% of the total number of shares with valid voting rights at the shareholders' meeting; 0 shares against 0 shares; 0 shares abstained.

5. The voting result of the “2012 Profit Distribution Plan” was: 306,849,956 shares, accounting for 98.57% of the total number of shares with valid voting rights at the shareholders' meeting; 0 shares against 0 shares; 4,467,246 shares abstained, representing the total number of shares with valid voting rights at the shareholders' meeting. 1.43%.

6. The voting result of the “Recommendation of Renewing the Appointment of the Auditors of 2013” ​​was: 311,317,202 shares, representing 100% of the total number of shares with valid voting rights at the shareholders' meeting; 0 shares against 0 shares; 0 shares abstained. 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 2012 Annual General Meeting are in compliance with the Company Law and the shareholders of listed companies. Laws, administrative regulations and other regulatory documents such as the Rules of the General Assembly and the relevant provisions of the "Zhengzhou Huajing Diamond Co., Ltd." are all legal and valid.

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Shanghai Jintiancheng Law Firm Legal Opinion (No text on this page, the signing page of “Shanghai Jintiancheng Law Firm's Legal Opinion on Zhengzhou Huajing Diamond Co., Ltd. 2012 Annual General Meeting”) Shanghai Jintiancheng Head of Law Firm: Wu Mingde

Lawyer: Shen Guoquan

Managing lawyer: Jiang Zhijun

April 16, 2013

Shanghai Hangzhou Beijing Shenzhen Suzhou Nanjing Chengdu Chongqing

Address: 14th Floor, Citigroup Building, 33 Shiqiao Road, Pudong New Area, Shanghai, China, 200120

Tel: (86) 21-61059000; Fax: (86) 21-61059100

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