Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Company†or “Companyâ€) signed a contract with Jiaozuo Meijing Technology Co., Ltd. (hereinafter referred to as “Meijing Technologyâ€) in Zhengzhou City, Henan Province on September 24, 2012. The Intention Cooperation Agreement (hereinafter referred to as the “Agreementâ€), the two parties have negotiated on the relevant cooperation matters. The current cooperation announcements are as follows: 1. Overview of cooperation intentions and introduction of partners (I) Overview of cooperation intentions The company intends to use cash contribution methods. Cooperate with Meijing Technology to expand the production capacity and scale of synthetic diamond large single crystal project. The company's share of cooperation projects is not less than 51%; Meijing Technology invests in tangible and intangible assets such as existing equipment, personnel and technology. , cooperate with the company and get returns. After the signing of this cooperation letter of intent, the parties will jointly evaluate and negotiate the current valuation of Meijing Technology, and determine the specific mode and implementation plan of the cooperation. And sign the final formal cooperation agreement within ten working days after the signing of this agreement. (II) Basic information of the partner company Name: Jiaozuo Meijing Technology Co., Ltd. Address: Legal representative of the Wangzhen People's Government in Ma Village, Jiaozuo City Name: Ma Nanyang Registered Capital: å Million Yuan : å million yuan whole company type: limited liability company (natural person investment or holding) Business scope: production, sales: metal materials, powders and products, diamond products, abrasive products, cubic boron nitride (CBN) super hard saw Materials and auxiliary tools. Sales: rubber and rubber products. (If the above laws and regulations prohibit it, it shall not be operated; if it is subject to examination and approval, it shall not be operated before it is approved.) II. Main Contents of Intention Cooperation Agreement Party A: Zhengzhou Huajing Diamond Co., Ltd. Party B: Jiaozuo Meijing Technology Co., Ltd. (I) Cooperation Content Party A is a company that develops, produces and sells synthetic diamond and raw and auxiliary materials, and The research and development of synthetic diamond synthesis equipment is a national high-tech enterprise. Party B is a company that produces and sells metal materials, powders and products, diamond products, abrasive products, cubic boron nitride superhard tool materials and auxiliary tools. It is mainly engaged in the production and sale of synthetic diamond large single crystals. Mainly. Both parties are willing to reach a cooperation intention for the production and sale of synthetic diamond large single crystal projects. Party A shall make a cash contribution and cooperate with Party B to expand the production capacity and scale of the synthetic diamond large single crystal project, and obtain a return from it. Party A's share in the cooperation project shall not be less than 51%; Party B shall use all existing equipment. Investment in tangible and intangible assets such as personnel and technology, and cooperation with Party A to obtain returns. (II) Specific cooperation arrangements After signing the intention agreement, Party B shall provide all financial information, contract materials, production materials and other actual operations of Party B. The two parties shall jointly evaluate and negotiate the existing valuation of Party B. When Party A has verified the relevant circumstances, Party B shall actively cooperate and give strong help. Party A shall provide the specific mode and implementation plan for cooperation within five working days after the signing of this intention agreement. The two parties shall reach an agreement on the specific project cooperation contract as soon as possible after consultation. Party A and Party B shall complete the specific cooperation agreement within ten working days after the signing of this agreement. During this period, neither party may contact or negotiate with a third party on a synthetic single crystal project or similar projects. (III) Other Cooperative Terms The Intention Cooperation Agreement has agreed on the cooperation obligations, confidentiality requirements and breach of contract for both parties. Third, the purpose of this cooperation, the risks and the impact on the company. Synthetic diamond large single crystal, that is, large particle synthetic diamond single crystal, has high hardness, high thermal conductivity, corrosion resistance, radiation resistance, and large carrier mobility. It is widely used in many fields such as industry, science and technology, national defense, medical and health, etc., and because the large crystal of synthetic diamond is the same in crystal structure as natural diamond, and its purity is close to or exceeds that of natural diamond. There are also applications in the jewelry field. The signing of the "Intention Cooperation Agreement" will help the company further enrich its product structure, enhance its profitability and enhance its core competitiveness in the field of synthetic diamonds. At present, the cooperation between the company and Meijing Technology is still in the planning stage, and the cooperation has certain uncertainties. Before the formal cooperation agreement is signed and the corresponding approval procedures are implemented, the parties will not implement substantive actions and will not have a significant impact on the normal operation and performance of the company. 4. After the signing of other intentional cooperation agreements, the two parties will step up their evaluation of the actual operation of Meijing Technology, negotiate the specific mode and implementation plan of the cooperation, and complete the specific cooperation agreement as soon as possible. In response to the follow-up matters of this Intentional Cooperation Agreement, the company will strictly comply with the requirements of the “Shenzhen Stock Exchange GEM Listing Rulesâ€, “Shenzhen Stock Exchange GEM Listed Companies Standard Operation Guidelines†and the company's relevant rules and regulations. Approval procedures and external disclosure obligations. Investors are advised to pay attention to investment risks.
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