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Announcement on Resolutions of the 31st Meeting of the 4th Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd.

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2013-015

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement on Resolutions of the Thirty-First Meeting of the Fourth Board

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.

 

The 31st meeting of the 4th Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as the “Company”) was held on the morning of April 25, 2013 in the form of on-site deliberation. The meeting was notified by telephone on April 15, 2013. Issued by e-mail or other means, in compliance with the provisions of the Company Law and the Articles of Association. The meeting should be attended by 7 directors and 6 actual directors. Ms. Li Fei, an independent director, was unable to attend the meeting due to a business trip and entrusted the independent director Mr. Fang Yong to act as an agent to vote. The convening of this meeting is in line with the relevant provisions of the Company Law and the Articles of Association. The convening procedures and voting results of this meeting are legal and valid.

The meeting was held in the conference room of the company, chaired by Mr. Cao Enhui, the chairman of the board of directors, supervisors Fan Shuibo, Han Ming, Tang Zhaoli, deputy general manager Li Baozhi, financial director Xu Jifeng, and secretary of the board Zhong Yunxiang attended the meeting. After careful consideration by the participating directors, the following proposals were passed:

1. The meeting voted and approved the "2012 2012 Work Report of the Board of Directors" with the result of voting by 7 votes, 0 votes against and 0 abstentions.

The Board of Directors of the company submitted the “2012 Work Report of the Board of Directors” according to the work and operation in 2012. For details, please refer to the “Report of the Board of Directors” in the fourth section of the 2012 Annual Report of the Company.

Mr. Xu Weidong, Ms. Li Fei and Mr. Fang Yong, independent directors of the company, submitted the “Report of Independent Directors 2012” to the Board of Directors and will be in the above-mentioned position of the 2012 Annual General Meeting of Shareholders. For details of the 2012 Independent Directors' Debriefing Report, please visit www.cninfo.com.cn.

This proposal still needs to be submitted to the company's 2012 annual general meeting for consideration.

2. The meeting voted and approved the "2012 General Manager Work Report" with the result of voting by 7 votes, 0 votes against and 0 abstentions.

The board of directors of the company believed that the management team fully implemented the resolutions of the board of directors in 2012 and completed the various tasks in 2012.

3. The meeting voted and approved the "2012 Annual Report of the Company" and its summary with the result of voting with 7 votes, 0 votes against and 0 abstentions.

For details of the 2012 Annual Report of the Company, please visit www.cninfo.com.cn. For details of the 2012 Annual Report of the Company, please refer to the company's designated information disclosure media, Securities Times, China Securities Journal and Shanghai. Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

This proposal still needs to be submitted to the company's 2012 annual general meeting for consideration.

4. The meeting voted and approved the 2012 Financial Statements with 7 votes in favor, 0 votes against, and 0 abstentions.

According to the results of the audit of the company's 2012 financial report by Zhongzhun Certified Public Accountants Co., Ltd., the 2012 company realized a total operating income of RMB 418,500,400, a decrease of 54.88% over the same period of the previous year; the total profit was RMB 92,372,500, a decrease of 60.16% over the same period of the previous year; The net profit of shareholders of listed companies was RMB 86,131,400, a decrease of 60.28% over the same period of the previous year.

This proposal still needs to be submitted to the company's 2012 annual general meeting for consideration.

V. The meeting voted and approved the 2012 Profit Distribution Plan with 7 votes in favor, 0 votes against, and 0 abstentions.

According to the audit report issued by Zhongzhun Certified Public Accountants [2013] No. 1324, the net profit attributable to shareholders of the listed company in 2012 is 86,311,393.11 yuan, and the parent company realizes after-tax profit of 46,185,166.54 yuan, extracting 10% legal After the surplus reserve of 4,618,516.65 yuan, the profit available to shareholders for the year was 41,566,649.89 yuan. As of December 31, 2012, the accumulated profit available to the shareholders of the parent company was 287,245,515.24 yuan.

As the company's ginseng industry is currently in the investment period, raw material prices are rising, the company is actively preparing raw materials for ginseng products, and the related factories and equipments of various molecular companies and ginseng products are under construction, and the funds required for business investment are large. To ensure the sustainable development of the company and reduce the company's financing costs, the company plans not to distribute profits in 2012, nor to convert capital reserve into share capital. The independent directors expressed independent opinions on the proposal. The full text of the Independent Director's Independent Opinion on Related Matters is published on the company's designated information disclosure website www.cninfo.com.cn.

The above profit distribution plan has legality, compliance and rationality, and is in compliance with the provisions of the Articles of Association.

This plan still needs to be submitted to the company's 2012 annual general meeting for consideration.

6. The meeting voted with the results of the vote of 7 votes, 0 votes against, and 0 abstentions, and passed the "Proposal on the Special Issues Concerning Non-standard Audit Opinions Issued by Accounting Firms"

Zhongzhun Certified Public Accountants Co., Ltd. audited the company's 2012 financial report and issued a non-standard audit opinion report. According to the relevant provisions of the “Stock Listing Rules of Shenzhen Stock Exchange”, the board of directors of the company made a special explanation on the matters involved in the audit report.

For the special explanation of the matters related to the non-standard audit opinions issued by the company's board of directors, the company's supervisory board issued an audit opinion, and the independent directors of the company issued independent opinions.

The special explanation of the matters related to the non-standard audit opinions issued by the board of directors of the company is detailed in http://www.cninfo.com.cn.

VII. The meeting voted and approved the “Special Report on the Deposit and Use of Raised Funds in 2012” with the result of voting with 7 votes, 0 votes against and 0 abstentions.

According to the deposit and use of the funds raised by the company, the board of directors submitted the “Special Report on the Deposit and Use of Raised Funds in 2012”. Zhongzhun Certified Public Accountants Co., Ltd. issued the “Assurance Report on the Deposit and Use of Raised Funds in 2012” Northeast Securities Co., Ltd. issued the "Special Verification Report on the Storage and Use of Funds Raised by the Company in 2012". The full text is published on the company's designated information disclosure website www.cninfo.com.cn.

The proposal needs to be submitted to the 2012 Annual General Meeting for consideration.

8. The meeting passed the "Resolution on Renewing the Appointment of Accounting Firms" with the result of voting by 7 votes, 0 votes against and 0 abstentions.

The company decided to re-appoint Zhongzhun Certified Public Accountants Co., Ltd. as the company's financial auditing organization in 2013, responsible for the company's financial audit work. The independent director of the company expressed independent opinions on this.

This proposal still needs to be submitted to the company's 2012 annual general meeting for consideration.

IX. The meeting voted and approved the “Proposal on Hiring Legal Advisers” with 7 votes in favor, 0 votes against, and 0 abstentions.

The company decided to re-appoint Beijing Branch of Beijing Law Firm as the company's 2013 legal counsel.

X. The meeting voted and approved the “Proposal of the Board of Directors on the 2012 Internal Control Self-evaluation Report” with the result of voting with 7 votes, 0 votes against and 0 abstentions.

For the company's "2012 Internal Control Self-evaluation Report", the company's independent directors issued independent opinions; the company's board of supervisors issued an audit opinion; the sponsor institution Northeast Securities Co., Ltd. issued verification opinions.

The company's 2012 Internal Control Self-Evaluation Report is available on the website of http://www.cninfo.com.cn.

XI. The meeting voted and approved the "Proposal on Increasing Business Scope" with the result of voting by 7 votes, 0 votes against and 0 abstentions.

It is planned to increase the production of medical alcohol cotton balls and native products in the business scope of the company. The final result is subject to the approval of the Administration for Industry and Commerce.

This proposal still needs to be submitted to the company's 2012 annual general meeting for consideration.

XII. The “Proposal on Amending the Articles of Association” was reviewed and approved.

Comparison of the articles of association of the company

 

Article

before fixing

After modification

Article 13

After legal registration, the company's business scope: processing and sales of proprietary Chinese medicines, chemical preparations (oral liquid, tablets, capsules) and health foods, raw materials for medicinal materials, knitwear processing, breeding industry. Design, production, agent TV, newspapers, street signs, light boxes advertising. The export business of self-produced products and related technologies of the enterprise (except for goods restricted or prohibited by the state-limited company); the raw and auxiliary materials, mechanical equipment, instrumentation, spare parts and related technologies required for the production and scientific research of the enterprise Import and export business (except for goods restricted or prohibited by the state-limited company); operation of the company's feed processing and "three to one supplement" business; confectionery products (candies, chocolate and chocolate products); tea (bag tea); Contains tea products and substitute teas (alternative teas, instant teas).

After legal registration, the company's business scope: processing and selling proprietary Chinese medicines, chemical preparations (oral liquid, tablets, capsules), raw materials for medicinal materials, processing of knitwear, breeding industry; design, production, agent television, newspapers, light boxes, street signs Advertising business; the export business of self-produced products and related technologies of the enterprise (except for goods restricted or prohibited by the state-limited company); the raw and auxiliary materials, mechanical equipment, instruments, spare parts and related materials required for the production of scientific research of the enterprise Import and export of technology (except for goods restricted by the state or prohibited by the state); operation of the company's feed processing and "three to one supplement" business; tea (bag tea) production (industrial product production license valid until 2015 February 16th, the production of tea products and substitute teas (alternative teas, instant teas) (industrial product production license valid until February 16, 2015), confectionery products (confectionery, chocolate and chocolate products) production ( The production license for industrial products is valid until November 10, 2014) (operating with the ring guarantee). Production of medical alcohol cotton balls, native products. ”

 

This proposal still needs to be submitted to the company's 2012 annual general meeting for consideration.

XIII. The meeting voted and approved the “Proposal on Nominating Directors of Non-Independent Directors of the Fifth Board of Directors” with the result of voting by 7 votes, 0 votes against and 0 abstentions.

In view of the expiration of the term of the fourth board of directors of the company, according to the "Company Law", "Articles of Association", "Guiding Opinions on Establishing Independent Director System in Listed Companies" and other relevant regulations, the Board of Directors nominated Mr. Cao Enhui, Mr. Guo Chunlin, Ms. Zu Chunxiang, Mr. Yin Jinlong is a candidate for a non-independent director of the fifth board of directors of the company. The curriculum vitae of non-independent board candidates is attached. The term of office of the non-independent directors of the fifth board of directors shall be three years from the date of consideration and approval by the general meeting of shareholders.

According to the provisions of the Articles of Association, in order to ensure the normal operation of the board of directors, before the new director takes office, the original directors still perform their duties as directors in accordance with the requirements of laws, administrative regulations and other regulatory documents and the provisions of the Articles of Association. .

The company's board of directors stated that the number of directors who are concurrently the company's senior management and the employee representatives shall not exceed one-half of the total number of directors of the company.

This proposal still needs to be submitted to the company's 2012 annual general meeting for consideration.

For details, please refer to the company's designated information disclosure media (www.cninfo.com.cn).

XIV. The meeting voted and approved the “Proposal on Nominating Directors of Independent Directors of the Fifth Board of Directors” with the result of voting by 7 votes, 0 votes against and 0 abstentions.

In view of the expiration of the term of the fourth board of directors of the company, according to the "Company Law", "Articles of Association", "Guiding Opinions on Establishing Independent Director System in Listed Companies" and other relevant regulations, the board of directors nominates Mr. Fu Wei, Ms. Li Fei, Wang Xu Ms. is the candidate for the independent director of the fifth board of directors of the company. The curriculum vitae of the independent board of directors is attached. According to the provisions of the Articles of Association, in order to ensure the normal operation of the board of directors, before the new director takes office, the original directors still perform their duties as directors in accordance with the requirements of laws, administrative regulations and other regulatory documents and the provisions of the Articles of Association. .

Independent director candidates Mr. Fu Wei, Ms. Li Fei and Ms. Wang Xu have obtained qualification certificates for independent directors. The qualifications and independence of candidates for independent directors will be approved by the Shenzhen Stock Exchange without dissent, and will be candidates for non-independent directors of the company. The person will submit the 2012 Annual General Meeting of Shareholders for deliberation. The shareholders' meeting will vote on the voting board of the fifth board of directors of the company.

The independent directors of the company issued independent opinions on this proposal. The Independent Directors' Independent Opinions on Related Matters, the Independent Directors' Candidate Statement, and the Independent Director's Nominees Statement are detailed in the company's designated information disclosure media. .cninfo.com.cn).

XV. The meeting reviewed and approved the main text of the "First Quarterly Report 2013" with the results of the vote of 7 votes, 0 votes against and 0 abstentions.

In the first quarter of 2013, the company realized a total operating income of 69.10 million yuan, an increase of 19.82% over the same period of the previous year; the net profit reached 18.54 million yuan, an increase of 122.90% over the previous year.

16. The meeting voted and approved the “Proposal for Holding the 2012 Annual General Meeting of Shareholders” with the result of voting with 7 votes in favor, 0 votes against, and 0 abstentions.

The company is scheduled to hold the 2012 Annual General Meeting of Shareholders at the company meeting room at 137 Dongtoudao Street, Nanguan District, Changchun City at 9:00 am on Tuesday, May 21, 2013.

The "Notice on Holding the 2012 Annual General Meeting of Shareholders" is published in the company's designated information disclosure media (www.cninfo.com.cn) and China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily.

Special announcement

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

April 26, 2013