**Abstract**
Stock Code: 300080
Securities Abbreviation: Xinda New Materials
Announcement No.: 2014-007
**Notice from Henan Xinda New Materials Co., Ltd. Regarding the Provision of a Guarantee for Bank Credit of Its Wholly-Owned Subsidiary, Kaifeng Wansheng New Materials Co., Ltd.**
The company and its board members confirm that all information disclosed is accurate, complete, and free from false statements, misleading information, or material omissions.
**I. Overview of the Guarantee**
Kaifeng Wansheng New Materials Co., Ltd. (hereinafter referred to as “Wanshengxinâ€), a wholly-owned subsidiary of Henan Xinda New Materials Co., Ltd. (hereinafter referred to as “the Companyâ€), plans to apply for a RMB 40 million credit line from Pingdingshan Bank Zhengzhou Branch for operational purposes. In order to secure this credit, the Company has agreed to provide a joint and several liability guarantee with a maximum limit of RMB 40 million. The guarantee will remain valid for a period of 12 months from the date of effectiveness.
On February 19, 2014, the Company’s Board of Directors held its 33rd meeting of the second term, during which the proposal was approved by 11 votes in favor, 0 against, and 0 abstentions. According to the Company’s “External Guarantee Management System,†external guarantees do not require shareholder approval.
**II. Basic Information About the Guarantor**
(1) **Basic Details**
Name: Kaifeng Wansheng New Materials Co., Ltd.
Establishment Date: March 15, 2011
Registered Office: Kaifeng Fine Chemical Industry Park
Legal Representative: Fan Jianzeng
Registered Capital: RMB 10,000
Business Scope: Processing and sales of crystalline silicon wafer cutting waste mortar; production and sales of cutting fluid, refractory materials, engineering ceramics, silicon carbide powder, abrasives, and related products; chemical product sales (excluding explosive and flammable items); mechanical and electrical equipment sales (excluding precursor chemicals); import and export of goods and technology.
Relationship with the Company: Wanshengxin is a wholly-owned subsidiary of the Company.
(2) **Key Financial Indicators**
According to the audit report by Guofu Haohua Certified Public Accountants, in 2012, Wanshengxin achieved an operating income of RMB 306,847,565.90, with an operating cost of RMB 270,542,428.43 and a net profit of RMB 11,727,523.01. As of December 31, 2012, total assets amounted to RMB 526,559,156.07, and net assets were RMB 207,039,367.09.
**III. Main Terms of the Guarantee Agreement**
The Company has provided a joint and several liability guarantee of up to RMB 40 million for Wanshengxin’s credit facility with Pingdingshan Bank Zhengzhou Branch. The guarantee will be effective for a period of 12 months from the date of signing the agreement.
**IV. Board of Directors’ Opinion**
As a wholly-owned subsidiary, Wanshengxin is fully controlled by the Company, and its financial risks are within the Company’s control. The Company believes that this guarantee does not jeopardize the interests of shareholders and is fair and reasonable. The decision was approved at the 33rd meeting of the second term of the Board of Directors.
**V. Independent Directors’ Opinions**
After careful review, the independent directors concluded that Wanshengxin is currently in good operational condition and has strong solvency. The Company's provision of the guarantee is intended to support the subsidiary’s daily operations and promote long-term development. The Company has established strict procedures for external guarantees, which help mitigate potential risks. The decision complies with relevant laws and regulations and does not harm the interests of the Company or its shareholders. Therefore, we agree with the Company providing a joint liability guarantee of up to RMB 40 million for Wanshengxin, with a guarantee period of 12 months.
**VI. Cumulative External Guarantees and Overdue Guarantees**
As of February 19, 2014, neither the Company nor its subsidiaries had any external guarantees for other entities. After the guarantee became effective, the total external guarantees made by the Company to its subsidiaries reached RMB 1,648,563,592.00, which accounted for 8.63% of the Company’s latest audited net assets. There were no overdue guarantees, and no litigation or loss-related situations were involved.
**VII. Reference Documents**
1. Resolution of the 33rd Meeting of the Second Board of Directors of Henan Xinda New Materials Co., Ltd.
2. Independent Director’s Opinion on the Guarantee Provided by Henan Xinda New Materials Co., Ltd. for the Bank Credit of Kaifeng Wansheng New Materials Co., Ltd.
**Special Announcement**
**Henan Xinda New Materials Co., Ltd. Board of Directors**
February 20, 2014
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