New Daxin: Independent Opinions on the 25th Meeting of the Second Board of Directors

As an independent director of Henan Xinda New Materials Co., Ltd. (hereinafter referred to as "the company"), in accordance with the "Guiding Opinions on Establishing an Independent Director System in Listed Companies", "Shenzhen Stock Exchange GEM Listing Rules", "Shenzhen Securities "Guidelines for the Standard Operation of Listed Companies on the Growth Enterprise Market of the Exchange", "Articles of Association of Henan Xinda New Materials Co., Ltd." (hereinafter referred to as "the Articles of Association") and the company's "Independent Director System" and "External Guarantee Management System" and other relevant laws and regulations And the requirements of the normative documents, as an independent director, in the objective, cautious, conscientious and responsible attitude and the principle of independent judgment, we have carefully checked the relevant proposals of the 25th meeting of the second board of directors of the company. It publishes the following independent opinions:

I. Independent opinions on the appointment of senior management personnel

1. The appointment of senior management personnel of the company is in compliance with the relevant provisions of the Company Law, the Code of Practice for the Listed Companies of the Growth Enterprise Market of the Shenzhen Stock Exchange and the Articles of Association. The procedures are legal and valid.

2. After verification, the employed personnel have the relevant legal and regulatory requirements and the terms of employment as stipulated in the “Articles of Association”. No cases have been found that the company law may not serve as the company's senior management personnel, nor does it exist as follows:

(1) Administrative punishment by the China Securities Regulatory Commission in the past three years;

(2) In the past three years, it has been publicly condemned by the Shenzhen Stock Exchange or criticized more than three times;

(3) Announced as a market ban by the China Securities Regulatory Commission and still in the ban period;

(4) It is publicly recognized by the stock exchange as unsuitable for senior management of a listed company;

(5) It is impossible to ensure that sufficient time and energy are invested in company affairs during the term of office, and that the duties of senior management personnel should be fulfilled.

3. The appointment of senior management personnel of the company does not harm the interests of the company and other shareholders.

4. Agree that the company hired Mr. Song Hechen as the president of the company, and appointed Mr. Yu Dehai as the chief strategy officer and vice president of the company, and appointed Mr. Chen Wen as the executive vice president of the company, and appointed Mr. Zhi Zhiyong as the company's vice president, and appointed Mr. Fan Jianzeng as the company's vice president. President, Mr. Xu Yuzhu was appointed as the company's chief financial officer, and Mr. Zhang Jianhua was appointed as the company's vice president, and Mr. Shen Junlai was appointed as the company's vice president, until the expiration of the second board of directors.

2. Independent opinion on the guarantee provided by the company for the procurement contract of Liaoning Chaoyang Solar Energy Technology Co., Ltd.

Due to the production and operation needs, the company's holding subsidiary Liaoning Xinda New Energy Investment Co., Ltd., a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd., plans to purchase solar modules from Guodian Photovoltaic Co., Ltd. with a total payment of RMB 5,345,802. Payment will be made after half a year of acceptance, but the company is required to provide a general liability guarantee of RMB 5,345,802 for this payment.

After careful review, we believe that: Liaoning Chaoyang Solar Energy Technology Co., Ltd. is a wholly-owned subsidiary of Liaoning Xinda New Energy Investment Co., Ltd., a controlled subsidiary of the company. The company has control over it and financial risks are within the scope of effective control. The company's guarantees will not harm the interests of the company and its shareholders. The company's external guarantees are in compliance with the “Shenzhen Stock Exchange GEM Listing Rules”, “Shenzhen Stock Exchange GEM Listed Companies Standard Operating Guidelines” and the China Securities Regulatory Commission's regulations on listed company guarantees, and also follow the company's relevant The external guarantees are stipulated and the corresponding approval procedures are fulfilled, in line with company regulations.

It is agreed that the company will provide a general liability guarantee of 5,345,802 yuan for the procurement contract of Liaoning Chaoyang Solar Energy Technology Co., Ltd., and the guarantee period will be completed until the completion of the purchase contract.

According to the relevant requirements of the company's "External Guarantee Management System", the external guarantees need to be submitted to the shareholders' meeting for deliberation.

Independent director:

Yan Mingzhai: Zhu Lifeng:

Xu Qiangsheng: Zhu Lizhen:

June 30, 2013

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