Yu Diamond: Announcement of the board of directors reelection and the recruitment of director candidates

Stock code: 300064 Securities abbreviation: Yu Diamond Announcement No.: 2014-028

The term of the second board of directors of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Company” or “Company”) will expire on June 15, 2014. In order to successfully complete the reelection of the board of directors (hereinafter referred to as "this reelection"), in accordance with the "Company Law" and the "Articles of Association" and other relevant regulations, the board of directors of the company will be the third board of directors, nomination of director candidates, this time The procedures for the general election and the qualifications for director candidates are announced as follows:

The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.

1. Composition of the third board of directors

The third board of directors will consist of nine directors, including three independent directors. The term of office of the directors shall be calculated from the date of the election of the relevant general meeting of shareholders, and the term of office shall be three years.

Second, the election method

This general election adopts a cumulative voting system. That is, when a general meeting of shareholders elects a director, each share has the same voting rights as the number of directors to be elected. The voting rights owned by the shareholders can be used centrally or separately.

Third, the nomination method for director candidates

(1) Nomination method for candidates for non-independent directors

The company's board of directors, shareholders who hold more than 3% of the company's shares alone or in combination may nominate candidates for non-independent directors of the third board of directors.

(II) Nomination method for candidates for independent directors

The board of directors, the board of supervisors, and the shareholders who hold more than 1% of the shares issued by the company alone or in combination may nominate candidates for independent directors of the third board of directors.

Fourth, the procedure for this general election

1. The nominee shall submit the nominated director candidates to the Company and submit relevant documents within five days from the date of promulgation of this announcement (ie before June 3, 2014) in the manner agreed in this announcement;

2. After the above nomination time expires, the nomination committee of the company's board of directors will conduct qualification examination of the nominated director candidates, and will submit the qualified director candidates to the company's board of directors;

3. The board of directors of the company convened a board of directors to determine the list of candidates for directors according to the selected candidates, and submitted them to the company's shareholders meeting for approval in the form of proposals;

4. The candidates for directors shall make a written commitment 10 days before the general meeting of shareholders, agree to accept the nomination, and promise that the submitted information is true and complete, and guarantee the performance of the duties of the director after being elected;

5. When the company issues a notice of the general meeting of shareholders to elect independent directors, the relevant materials of the candidates for independent directors (including but not limited to the nominee statement, candidate statement, resume of independent directors) shall be submitted to the Shenzhen Stock Exchange for filing. Review.

V. Director qualifications

(1) Qualification of non-independent directors

According to the "Company Law" and the "Articles of Association" and relevant laws and regulations, the company's director candidates should be natural persons. You may not be a director of the company in any of the following circumstances:
1. No civil capacity or limited capacity for civil conduct;

2. Being sentenced to punishment for corruption, bribery, misappropriation of property, misappropriation of property or destruction of the socialist market economic order, the execution period has not exceeded five years, or the political rights have been deprived of the crime, and the execution period has not exceeded five years;

3. The director or director or manager of a company or enterprise that is insolvent and liquidation has personal responsibility for the bankruptcy of the company or enterprise, and has not exceeded three years since the date of completion of the bankruptcy liquidation of the company or enterprise;

4. If the company is the legal representative of a company or enterprise that has been revoked by law, ordered to close, and has personal responsibility, it shall not exceed three years from the date when the company or enterprise was revoked its business license;

5. The debts of the larger amount that the individual bears are not paid due;

6. In the past three years, he has been subject to administrative punishment by the China Securities Regulatory Commission;

7. In the past three years, it has been publicly condemned by the stock exchange or has been criticized more than three times;

8. Announced as a market ban by the China Securities Regulatory Commission and still in the ban period;

9. It is publicly recognized by the stock exchange as unsuitable for holding directors, supervisors and senior management personnel of listed companies;

10. It is impossible to ensure that sufficient time and energy are invested in the company's affairs during the term of office, and that the duties and responsibilities of the directors should be fulfilled effectively;

11. Other contents as stipulated by laws, administrative regulations or departmental rules.

(II) Qualifications of independent directors

Candidates for independent directors of the company shall meet the following basic conditions:

1. Qualified as a director of the company in accordance with laws, administrative regulations and other relevant regulations;

2. Have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and regulations;

3. The independence required by the China Securities Regulatory Commission's "Guiding Opinions on Establishing an Independent Director System in Listed Companies";

4. Have more than five years of legal, economic or other work experience necessary to perform the duties of independent directors;

5. Other conditions as stipulated in the company's articles of association;

6. Do not act as an independent director of the company in any of the following circumstances:

(1) Persons and their immediate family members who are employed by the company or affiliated companies of the company, the main social relations (direct family members refer to spouses, parents, children, etc.; the main social relations refer to brothers and sisters, in-laws, children, daughter-in-law, brothers and sisters Spouse, spouse's brothers and sisters, etc.);

(2) directly or indirectly holding more than 1% of the issued shares of the company or the natural person shareholders and their immediate family members among the top ten shareholders of the company;

(3) Persons who directly or indirectly hold more than 5% of the issued shares of the company or who are in the top five shareholders of the company and their immediate family members;

(4) Personnel and their immediate family members who are in the controlling shareholder, actual controller and their subsidiaries of the listed company;

(5) Personnel providing financial, legal, and consulting services to listed companies and their controlling shareholders or their respective subsidiaries, including but not limited to all members of the project team of the intermediary providing services, reviewers at all levels, and signing the report Personnel, partners and principals;

(6) Serving in a unit with which the listed company and its controlling shareholder, actual controller or their respective subsidiaries have significant business dealings, or in the controlling shareholder unit of a major business unit;

(7) Persons who have had one of the first six cases in the past year;

(8) The securities regulatory market banned by the China Securities Regulatory Commission and still in the ban period;

(9) It is publicly recognized by the stock exchange that it is not suitable for directors, supervisors and senior management personnel of a listed company;

(10) Punished by the China Securities Regulatory Commission within the last three years;

(11) has been publicly condemned by the stock exchange or more than three times in the past three years;

(12) Other personnel as stipulated in the company's articles of association;

(13) Other personnel identified by the China Securities Regulatory Commission.

6. Relevant documents to be provided by the nominee

(1) To nominate a candidate for a director, the following documents must be provided to the board of directors of the company:

1. Nomination form for director candidates (original, format see attachment);
2. A copy of the identity certificate of the nominated director candidate (original for reference);
3. Detailed information of the nominated director candidates (including but not limited to academic qualifications, copy of degree certificate, candidate's statement or commitment, etc.), if a candidate for independent director is recommended, a copy of the independent director training certificate is required (original for reference) ;
4. Other documents that can prove the conditions stipulated in this announcement.

(2) If the nominee is a shareholder of the company, the nominee shall provide the following documents at the same time:

1. If it is an individual shareholder, a copy of its identity certificate (original for reference) is required;
2. If it is a legal person shareholder, it is required to provide a copy of its business license and affix its official seal (original for future reference);
3. A copy of the stock account card (original for future reference);
4. The supporting documents held by the shares.

(3) The manner in which the nominee nominates director candidates to the company's board of directors is as follows:

1. This nomination method is limited to two ways of personal delivery or mailing;
2. The nominee must deliver or mail the relevant documents (by the time of the postmark) before 18:00 on June 3, 2014. The contact form of the company is valid.

Seven, contact information

Contact: Zhang Kai, Luo Yuanyuan Telephone Fax Address: Securities Department, No. 24, Dongqing Street, High-tech Development Zone, Zhengzhou Post Code: 450001

Special announcement.

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