Yu Diamond: Verification opinion on non-public offering of shares involving related party transactions

Northeast Securities Co., Ltd. (hereinafter referred to as "Northeast Securities" or "Sponsor") as the non-public offering of shares in Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as "Yu Diamond", "Issuer" or "Company") Sponsor institutions, according to the "Administrative Measures for Securities Issuance and Listing Sponsorship", "Shenzhen Stock Exchange GEM Listing Rules", "Shenzhen Stock Exchange GEM Listed Companies Standard Operation Guidelines" and other relevant regulations, non-public offering of shares of Yu Diamond Verification of matters involving related party transactions, verification and verification opinions are as follows:

I. Related party transactions

(1) Basic information of connected transactions

The issue targets five major targets: Guo Liuxi, Zhengzhou Dongqing Enterprise Management Center (general partnership), Beijing Tianzheng Yuanyang Fund Management Center (Limited Partnership), Beijing Sky Hongding Investment Center (Limited Partnership) and Zhu Dengying. All issuers are subscribed in cash. After the completion of this non-public offering, the Subscriber shall not be listed and traded within 36 months from the date of the end of the issuance of its subscribed shares.

Zhengzhou Holly Enterprise Management Center (general partnership) intends to participate in the subscription of this issue. On September 15, 2015, the company and Zhengzhou Dongqing Enterprise Management Center (general partnership) signed the “Share Subscription Contract with Effective Conditions”. Zhao Qingguo, director and senior management of the company Liu Yongqi, Yang Jinzhong, Li Guoxuan and Zhang Chaowei, supervisor Zhang Zhao, secretary of the board of directors and senior management Zhang Kai served as a partner of Zhengzhou Dongqing Enterprise Management Center (general partnership); The actual controller Mr. Guo Liuxi intends to participate in the subscription of this offering. On September 15, 2015, the company and Mr. Guo Liuxi signed the “Share Subscription Contract with the Effective Conditions”. According to the “Shenzhen Stock Exchange GEM Listing Rules”, the above transactions constitute connected transactions of the Company.

The number of shares that Guo Liuxi intends to subscribe for this non-public offering does not exceed 114,810,563 shares. The number of shares of Zhengzhou Holly Enterprise Management Center (general partnership) to be subscribed for this non-public offering does not exceed 33,065,442 shares, and the subscription price is 8.71 yuan/share.

(2) Basic information of related parties

(1) Guo Liuxi

Mr. Guo Liuxi, Chinese nationality, residence: No. 199, Tongbai Road, Zhongyuan District, Zhengzhou City. Mr. Guo Liuxi has been the chairman of the company since December 2004.

(2) Zhengzhou Holly Enterprise Management Center (general partnership)

Company Name: Zhengzhou Holly Enterprise Management Center (general partnership)

Type of partnership: General partnership

Address: 2nd Floor, Building C5-8, No. 55, Dongqing Street, Zhengzhou High-tech Industrial Development Zone

Executive Partner: Zhang Kai

The amount of capital contribution: 10 million yuan

Business license registration number: 410199000105771

Established: August 6, 2015

Business scope: Enterprise management consulting; information consultation.

The capital contribution of Zhengzhou Holly Enterprise Management Center (general partnership) is as follows:



Zhao Qingguo, vice chairman of the company, directors and senior executives of the company Liu Yongqi, Yang Jinzhong, Li Guoxuan and Zhang Chaowei, supervisor Zhang Zhao, secretary of the board of directors and senior management Zhang Kai served as partners of Zhengzhou Dongqing Enterprise Management Center (general partnership).

(3) Pricing basis of related party transactions

The pricing benchmark date for this non-public offering is the announcement date of the resolution of the 14th meeting of the third board of directors of the company. The price of the shares issued in this non-public offering is 8.71 yuan/share, and the issue price is not less than 90% of the average price of the stock on the previous trading day before the pricing benchmark date.

Second, the impact of this connected transaction on the company

The total amount of funds raised from this non-public offering of shares is no more than RMB 4,788,000,003.54, which is intended for the following projects:




The non-public offering of fund-raising investment projects is in line with the national industrial policy and industry development direction, which is conducive to the company to seize market opportunities and achieve rapid development. The fundraising project has a good development prospect. After the project is implemented, the company's industrial chain will be further expanded and improved, and the company's industry status and profitability will be improved.

The price of the shares issued in this non-public offering is 8.71 yuan/share, and the issue price is not less than 90% of the average price of the stock on the previous trading day before the pricing benchmark date. It follows the principle of legality, fairness and fairness, and there is no damage. The situation of the interests of the company and the company's shareholders.

Third, the procedures for the performance of this transaction

The independent directors of the company pre-approved the related party transactions and issued their consent.

The company held the 14th meeting of the third board of directors, reviewed and approved the related party transactions, and the related directors abstained from voting.

The company held the twelfth meeting of the third board of supervisors and reviewed and approved the related party transactions.

The related party transaction still needs to be submitted to the company's shareholders meeting for consideration.

Fourth, the sponsor's verification opinion

The sponsor institution verified the content, pricing and performance procedures of the above-mentioned related party transactions, and expressed the following opinions: The non-public offering and the related party transactions involved in the above-mentioned related transactions are beneficial to optimizing the company's capital structure, reducing the asset-liability ratio and reducing Financial expenses, improve the company's solvency, profitability and ability to continue operations, in line with the company's long-term development plan and the interests of all shareholders, there is no harm to the company and other shareholders, especially the interests of small and medium shareholders.

Sponsor representative:

Yu Guoqing Shao Qijun

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