**Abstract**
Stock Code: 300080
Securities Abbreviation: Xinda New Materials
Announcement No.: 2014-007
Henan Xinda New Materials Co., Ltd. announces its intention to provide a joint liability guarantee for the bank credit of Kaifeng Wansheng New Materials Co., Ltd., a wholly-owned subsidiary. This announcement is issued in accordance with the company’s internal regulations and aims to ensure transparency and compliance in all financial activities.
The company, along with its board members, confirms that all information disclosed is accurate, complete, and free from false statements or omissions.
**Overview of the Guarantee**
Kaifeng Wansheng New Materials Co., Ltd. (hereinafter referred to as "Wanshengxin"), a wholly-owned subsidiary of Henan Xinda New Materials Co., Ltd. (the "Company"), intends to apply for a RMB 40 million credit facility from Pingdingshan Bank Zhengzhou Branch for operational purposes. In order to secure this credit, the Company has decided to provide a joint liability guarantee up to RMB 40 million, with a guarantee period of 12 months.
On February 19, 2014, the Company held its 33rd meeting of the second Board of Directors. The proposal was approved by 11 votes in favor, with no opposing or abstaining votes. As per the Company's "External Guarantee Management System," external guarantees by the Company do not require approval from the shareholders’ meeting.
**Basic Information of the Guarantor**
(1) Basic Details
Name: Kaifeng Wansheng New Materials Co., Ltd.
Establishment Date: March 15, 2011
Registered Address: Kaifeng Fine Chemical Industry Park
Legal Representative: Fan Jianzeng
Registered Capital: RMB 10,000
Business Scope: Production and sales of crystalline silicon wafer cutting waste mortar, cutting fluid, refractory materials, engineering ceramics, silicon carbide powder, abrasives, chemical products (excluding explosive and flammable items), mechanical and electrical equipment, and import/export of goods and technology.
Relationship with the Company: Wanshengxin is a wholly-owned subsidiary of the Company.
(2) Key Financial Indicators
As audited by Guofu Haohua Certified Public Accountants, the Company’s operating income in 2012 was 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.
**Content of the Guarantee Agreement**
The Company, as the guarantor, will provide a joint liability guarantee of up to RMB 40 million to Pingdingshan Bank Zhengzhou Branch for the credit of Wanshengxin. The guarantee will be valid for a period of 12 months from the effective date of the agreement.
**Board of Directors' Resolution**
As a wholly-owned subsidiary, Wanshengxin is fully controlled by the Company, and its financial risks are within the Company’s management scope. The Company believes that this guarantee will not harm the interests of the Company or its shareholders and is fair and reasonable. The decision was approved at the 33rd meeting of the second Board of Directors.
**Independent Directors’ Opinions**
After careful review, the independent directors believe that Wanshengxin is currently in good operating condition and has strong solvency. The Company’s guarantee will support the subsidiary’s daily operations and promote long-term development. The Company has established strict procedures for external guarantees, effectively managing potential risks. The decision is in compliance with relevant laws and regulations, and there is no indication of actions that could harm the Company or its shareholders.
In conclusion, the independent directors agree to the Company providing a joint liability guarantee of up to RMB 40 million for Wanshengxin’s credit, with a guarantee period of 12 months.
**Cumulative External Guarantees and Overdue Guarantees**
As of February 19, 2014, neither the Company nor its subsidiaries had any external guarantees for third parties. After the guarantee takes effect, the actual external guarantees provided by the Company to its subsidiaries will amount to RMB 1,648,563,592.00, which represents 8.63% of the Company’s latest audited net assets. There are no overdue guarantees, and no litigation or loss-related situations are involved.
**Reference Documents**
1. Resolution of the 33rd Meeting of the Second Board of Directors of Henan Xinda New Materials Co., Ltd.
2. Independent Opinions on the Guarantee Provided by the Independent Director of 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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