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New Daxin: Announcement of the 25th Meeting of the Second Board of Directors
**Abstract**
Stock Code: 300080
Securities Abbreviation: Xinda New Materials
Announcement No.: 2013-063
Henan Xinda New Materials Co., Ltd. announces the resolutions of the 25th Meeting of the Second Board of Directors. The company and all board members guarantee the truthfulness, accuracy, and completeness of the information disclosed, with no false records, misleading statements, or material omissions.
On June 27, 2013, Henan Xinda New Materials Co., Ltd. (hereinafter referred to as “the Companyâ€) issued a notice to all directors to convene the 25th Meeting of the Second Board of Directors through personal delivery and email. On June 30, 2013, the meeting was held in a combination of on-site and voting by correspondence. The meeting was chaired by Mr. Sun Yi, the Chairman of the Board. A total of 11 directors were present, and all participated in the voting. The meeting was conducted in accordance with the "Company Law of the People's Republic of China" and the "Regulations of Henan Xinda New Materials Co., Ltd." and other relevant regulations.
After careful deliberation, the participating directors reviewed and voted on the following proposals via registered ballot:
1. **To consider and approve the Proposal on Appointing Senior Management**
The board approved the appointment of Mr. Song Hechen as the President of the company, Mr. Yu Dehai as Chief Strategy Officer and Vice President, Mr. Chen Wen as Executive Vice President, Mr. Zhi Zhiyong as Vice President, Mr. Fan Jianzeng as Vice President, Mr. Xu Yuzhu as Chief Financial Officer, Mr. Zhang Jianhua as Vice President, and Mr. Shen Junlai as Vice President. Their terms will expire upon the conclusion of the second term of the Board of Directors. Detailed resumes of the senior executives are attached for reference.
For independent opinions issued by the independent directors, please refer to the Independent Opinions of the Independent Directors on the Relevant Proposals of the 25th Meeting of the Second Board of Directors, published on the same day by the China Securities Regulatory Commission on the GEM Information Disclosure Media.
Voting Result: 11 votes in favor, 0 against, 0 abstentions.
2. **To consider and approve the Proposal on Providing Guarantee for the Purchase Contract of Liaoning Chaoyang Solar Energy Technology Co., Ltd.**
In response to production and operational needs, Liaoning Chaoyang Solar Energy Technology Co., Ltd., a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd., is planning to purchase solar modules from Guodian Photovoltaic Co., Ltd., with a total payment of RMB 5,345,802. The company agrees to provide a general liability guarantee of RMB 5,345,802 for this payment, with the guarantee period extending until the completion of the purchase contract.
Due to the asset-liability ratio of Liaoning Chaoyang Solar Energy Technology Co., Ltd. exceeding 70% in 2012, the external guarantees must be submitted to the fifth extraordinary shareholders’ meeting of the company in 2013 for approval, according to the company’s “External Guarantee Management System.â€
Voting Result: 11 votes in favor, 0 against, 0 abstentions.
3. **To consider and approve the Proposal on Convening the Fifth Extraordinary General Meeting of Shareholders in 2013**
It is agreed that the company will hold the fifth extraordinary shareholders’ meeting on July 17, 2013, at 9:30 AM on the fifth floor of the company.
Details regarding the meeting can be found in the announcement published on the same day on the GEM Information Disclosure Media designated by the China Securities Regulatory Commission.
Voting Result: 11 votes in favor, 0 against, 0 abstentions.
**Annex I: Senior Management Resumes**
Mr. Song Hechen, Chinese nationality, no foreign residency, born in July 1963, holds a bachelor’s degree and is an engineer. He worked at Baige (Group) Co., Ltd. from 1983 to 1998, serving as Director of the Technical Reform Office. He joined the company in June 1998 and led the development of high-tech products such as the “Special Cutting Material for Crystal Silicon Cell Cutting.†From 2008 to June 2013, he served as Chairman and currently as Vice Chairman. He owns 82,127,409 shares and has no conflicts of interest or disciplinary actions.
Mr. Yu Dehai, Chinese nationality, no foreign residency, born in October 1962, holds a Ph.D. and is a senior engineer. He studied at Dalian University of Technology and Peking University, and held various executive roles in government and private sectors before joining the company. He currently serves as Chief Strategy Officer and has no shares in the company.
Mr. Chen Wen, Chinese nationality, no foreign residency, born in December 1970, holds a college degree and is an intermediate accountant. He has extensive experience in financial management across multiple companies and joined the company in April 2012 as Deputy General Manager and CFO. He has no shares in the company.
Mr. Zhi Zhiyong, Chinese nationality, no foreign residency, born in January 1968, holds a master’s degree. He previously served in leadership roles at Pingmei Group and Pingdingshan Yicheng New Materials Co., Ltd. He currently serves as General Manager and owns 616,907 shares in the company.
Mr. Fan Jianzeng, Chinese nationality, no foreign residency, born in April 1966, holds a college degree. He has held various roles in production and marketing and joined the company in 2003. He currently serves as Deputy General Manager and has no shares in the company.
Mr. Xu Yuzhu, Chinese nationality, no foreign residency, born in June 1963, holds a bachelor’s degree and is a senior accountant. He has extensive experience in finance within Pingmei Group and currently serves as Deputy Director of the Audit Department. He has no shares in the company.
Mr. Zhang Jianhua, Chinese nationality, no foreign residency, born in January 1968, holds a bachelor’s degree and is a senior economist. He previously worked at Baige (Group) Co., Ltd. and Zhongyuan Environmental Protection Co., Ltd. He currently serves as Deputy General Manager and Secretary of the Board of Directors and has no shares in the company.
Mr. Shen Junlai, Chinese nationality, no foreign residency, born in August 1968, holds a bachelor’s degree and is an assistant engineer. He has held leadership roles in several industrial companies and joined the company in 2008. He currently serves as Deputy General Manager and has no shares in the company.
**Henan Xinda New Materials Co., Ltd. Board of Directors**
June 30, 2013