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Announcement on Resolutions of the Seventeenth Meeting of the Fourth Board of Supervisors of Jilin Zixin Pharmaceutical Co., Ltd

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2013-016

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement on Resolutions of the Seventeenth Meeting of the Fourth Board of Supervisors

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 17th meeting of the 4th Supervisory Committee of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the Company”) was held in the company meeting room on the afternoon of April 25, 2013. The meeting notice was written on April 15, 2013. E-mail, telephone, etc. are issued in accordance with the provisions of the Company Law and the Articles of Association. The meeting should attend 3 supervisors and 3 actual supervisors. Supervised by Supervisor Fan Shuibo.

After careful consideration by the supervisors attending the meeting, the following proposals were passed:

 

I. The “2012 Annual Report of the Company” and its summary were reviewed and approved.

The Board of Supervisors submitted a written review opinion on the 2012 annual report: After careful review, the Board of Supervisors believed that the contents of the 2012 Annual Report of Jilin Zixin Pharmaceutical Co., Ltd. prepared by the Board of Directors were true, accurate and complete, and there were no false records, misleading statements or major omissions. .

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

 

2. The “Work Report of the 2012 Supervisory Committee of the Company” was reviewed and approved, and the proposal was submitted to the 2012 Annual General Meeting for consideration.

The full text of the "2012 Supervisory Committee Work Report" was published on the company's designated information disclosure website www.cninfo.com.cn.

 

3. The “2012 Financial Statements” was reviewed and approved.

Comments of the Board of Supervisors: The 2012 annual financial report prepared by the Board of Directors has been prepared in accordance with the “Accounting Standards for Business Enterprises”. It reflects the financial status of the company on December 31, 2012 and the operating results and cash flows of the company in 2012 in all material aspects.

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

4. the review and approval of the 2012 Profit Distribution Plan

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 Board of Supervisors believes that the company's 2012 profit distribution has not made a cash dividend decision, in line with the requirements of the relevant regulations. At the same time, due to the development of ginseng industry, the company does face a certain degree of capital demand pressure in 2013. Failure to carry out cash dividends is conducive to ensuring the smooth implementation of the company's projects under construction, and is also conducive to safeguarding the long-term interests of shareholders.

 

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

5. The “Proposal on the Special Explanation of Matters Arising from Non-standard Audit Opinions Issued by Accounting Firms” was considered and approved.

The Board of Supervisors reviewed the “Special Explanations on Matters Arising from Non-standard Audit Opinions Issued by Accounting Firms” prepared by the Board of Directors: The Board of Supervisors believed that the special explanations of the Board of Directors objectively and truly reflected the actual situation of the company.

 

6. The “Proposal on the Special Report on the Deposit and Use of Raised Funds in 2012” was considered and approved.

After review, the Board of Supervisors agreed with the “Special Report on the Deposit and Use of Raised Funds in 2012” prepared by the Board of Directors.

 

7. The proposal of the “Report of the Board of Directors on the Self-evaluation of Internal Control in 2012” was reviewed and approved.

The opinion of the Board of Supervisors: The self-evaluation of the internal control of the company is in line with the requirements of the “Guidelines for the Standardized Operation of the Listed Companies of the SME Board of Shenzhen Stock Exchange” and other relevant documents; the self-evaluation truly and completely reflects the status quo of the establishment, improvement and implementation of the internal control system of the company; The overall evaluation of internal control is objective and accurate.

8. The text and full text of the "First Quarterly Report 2013" were reviewed and approved.

The Board of Supervisors submitted a written review opinion on the main text and the full text of the "First Quarterly Report 2013": After careful review, the Board of Supervisors believed that the contents of the first quarterly report of Jilin Zixin Pharmaceutical Co., Ltd. prepared by the Board of Directors in 2013 were true, accurate and complete. There are no false records, misleading statements or major omissions.

9. The “Proposal on Nominating Candidates for Supervisors of the Fifth Supervisory Committee” was considered and approved.

The opinions of the Board of Supervisors, after careful review, Fan Shuibo and Tian Feng have extensive experience and work ability as supervisors of the company, and are able to perform supervisors in accordance with laws, regulations and other regulatory documents such as the Company Law and the Articles of Association. Responsibilities; there are no laws and regulations such as the "Company Law" and the conditions stipulated in the "Articles of Association" that are not suitable for the company's supervisors. (Attached resume)

The company's board of supervisors stated that the number of supervisors who have served as directors or senior executives of the company in the past two years has not exceeded one-half of the total number of supervisors of the company; the number of supervisors nominated by a single shareholder has not exceeded one-half of the total number of supervisors of the company.

Special announcement

Jilin Zixin Pharmaceutical Co., Ltd. Supervisory Committee

April 26, 2013