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Announcement of Jilin Zixin Pharmaceutical Co., Ltd. on Holding the 2012 Annual General Meeting

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2013-017

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement on the 2012 Annual General Meeting

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.

 

Relevant matters considered by the 30th and 31st Meetings of the 4th Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the Company”) and the 17th Meeting of the 4th Board of Supervisors, in accordance with the Articles of Association After the board of directors and the board of supervisors have passed the review and approval, they shall submit to the shareholders' meeting for deliberation. The relevant matters of the 2012 Annual General Meeting are as follows:

 

First, the basic situation of the meeting:

1. The holding time of this general meeting of shareholders

The meeting will be held on Tuesday, May 21, 2013 at 9:00 am, for half a day.

2. Equity registration date: May 16, 2013

3. Meeting place: Meeting room of No. 137, Dongtoudao Street, Nanguan District, Changchun City

4. Convener of the meeting: the board of directors of the company

5. Meeting mode: This time the general meeting of shareholders takes the form of on-site voting.

Second, the meeting topics:

The proposals for consideration at the 2012 Annual General Meeting are as follows:

1. Review the 2012 Work Report of the Board of Directors;

2. Review the "2012 Work Report of the Board of Supervisors";

3. Review the 2012 Annual Report and its summary;

4. Review the 2012 Financial Statements;

5. Review the Proposal on 2012 Profit Distribution;

6. Review the Proposal on Renewing the Appointment of Accounting Firms;

7. Review the Proposal on Increasing Business Scope;

8. Review the “Proposal on Providing Guarantee for the Holding Subsidiary Jilin Zixin Red Stone Breeding Co., Ltd.”

The proposal has been reviewed and approved at the 30th meeting of the fourth board of directors of the company. For details of the related guarantees, please refer to the “Announcement on Providing Guarantees for Holding Subsidiaries” of the Company (2013-011).

9. Proposal for reviewing the "Special Report on the Deposit and Use of Raised Funds in 2012"

10. Review the Proposal on Amending the Articles of Association

11. Review of the Proposal on Nominating Directors of Non-Independent Directors of the Fifth Board of Directors

11.01 Review of the Proposal on Nominating the Directors of Non-Independent Directors of the Fifth Board of Directors of Cao Enhui

11.02 Review of the Proposal on Nominating Guo Chunlin's Fifth Board of Directors as Non-Independent Directors

11.03 Review of the Proposal on Nominating the Directors of Non-Independent Directors of the Fifth Board of Directors of Yin Jinlong

11.04 Review of the Proposal on Nominating the Directors of the Fifth Board of Directors of Zu Chunxiang

12. Review of the Proposal on Nominating Directors of Independent Directors of the Fifth Board of Directors

12.01 Review of the Proposal on Nominating the Independent Directors of the 5th Board of Directors of Li Fei

12.02 Review of the Proposal on Nominating the Independent Directors of the Fifth Board of Directors of Fu Wei

12.03 Review of the Proposal on Nominating the Independent Directors of the Fifth Board of Directors of Wang Xu

13. Review of the Proposal on Nominating Candidates for Supervisors of the Fifth Supervisory Committee

13.01 Review of the Proposal on Nominating Candidates for Supervisors of the Fifth Supervisory Committee of Tianfeng

13.02 Review of the Proposal on Nominating Fan Shuibo's Supervisors for the Fifth Board of Supervisors

The 1st, 11th, 12th and 13th motions are subject to the approval of more than one-half (including) the total number of shares with valid voting rights held by the shareholders attending the general meeting. The 10th motion is subject to the approval of more than two-thirds (including) of the total number of shares with valid voting rights held by the shareholders attending the general meeting. Items 11-13 are subject to cumulative voting.

Third, attend the meeting:

1. As of the end of the trading on the afternoon of May 16, 2013, the shareholders of the company registered in the China Securities Depository and Clearing Corporation Shenzhen Branch. All shareholders are entitled to attend the general meeting of shareholders, and may entrust an agent to attend the meeting and vote in writing;

2. Directors, supervisors and senior management personnel of the Company;

3. Representatives of sponsor institutions;

4. Lawyers employed by the company.

Fourth, special instructions:

The company's independent directors will be present at this annual general meeting.

V. Registration method:

1. Registration procedures:

a) The legal person shareholder shall go through the registration formalities with the unit certificate, the legal representative's power of attorney, the equity certificate and the client's ID card;

b) The natural person shareholder must hold his/her ID card and securities account card; authorize the agent to hold the identity card, the power of attorney, and the client's securities account card for registration. Off-site shareholders can register by letter or fax.

2. Place of registration and place of power of attorney:

Jilin Zixin Pharmaceutical Co., Ltd. (Address: No. 137, Dongtoudao Street, Nanguan District, Changchun City) Please indicate the words "Shareholders' Meeting" on the letter, Zip code: 130041

3. Registration time: May 17-20, 2013 (8:30-11:30 am, 14:00-16:30 pm)

4. Other notes:

(1) Meeting contact person: Zhong Yunxiang Liang Shichang

Contact number: 0431-81916633

Fax phone: 0431-88698366

Address: No. 137, Dongtoudao Street, Nanguan District, Changchun City

(2) The accommodation, transportation and expenses of the shareholders attending the meeting shall be self-care.

Special announcement.

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

April 26, 2013

 

 

annex

Power of attorney

I am entrusted to Mr. (Ms.) to attend the 2012 Annual General Meeting of Jilin Zixin Pharmaceutical Co., Ltd. on behalf of myself (the company) and exercise voting rights on my behalf. If the client does not give clear instructions on the vote, it is deemed that the trustee has the right to vote according to his own wishes. The client voted on the following motions (please specify "√" under the corresponding voting opinions):

 

agree

Bill name

Voting opinion

agree

Oppose

Abstain

1

2012 Board of Directors Work Report

 

 

 

2

"2012 Supervisory Committee Work Report"

 

 

 

3

2012 Annual Report and its summary

 

 

 

4

2012 Financial Statements

 

 

 

5

2012 Profit Distribution Plan

 

 

 

6

Proposal on Renewing the Appointment of Accounting Firms

 

 

 

7

"Proposal on Increasing Business Scope"

 

 

 

8

Proposal on Providing Guarantee for the Holding Subsidiary Jilin Zixin Red Stone Breeding Co., Ltd.

 

 

 

9

"Proposal on Amending the Articles of Association"

 

 

 

10

Proposal to Review the "Special Report on the Deposit and Use of Raised Funds in 2012"

 

 

 

11

 

 

 

 

 

 

Proposal on Nominating Directors of Non-Independent Directors of the Fifth Board of Directors

Agree vote (ticket)

Total voting rights of the elected directors: [ ] shares × 4 = [ ] votes

 

 

 

Candidate for the fifth board of directors (non-independent director)

 

 

 

11.1   Cao Enhui

 

 

 

11.2   Guo Chunlin

 

 

 

11.3   Yin Jinlong

 

 

 

11.4   Zu Chunxiang

 

 

 

12

Proposal on Nominating Directors of Independent Directors of the Fifth Board of Directors

Agree vote (ticket)

Total voting rights of the elected directors: [ ] shares × 3 = [ ] votes

 

 

 

Candidate for the fifth board of directors (independent director)

12.1  Li Fei

 

 

 

12.2  Fu Wei

 

 

 

12.3  Wang Xu

 

 

 

13

Proposal on Nominating Candidates for Supervisors of the Fifth Supervisory Committee

Agree vote (ticket)

Total voting rights of the elected directors: [ ] shares × 2 = [ ] votes

 

 

 

Candidate for the 5th Supervisory Committee

13.1Tian Feng

13.2Fan Shuibo

 

 

 

 

Name and signature of the entrusted shareholder: ID card or business license number:

Entrusted shareholders holding shares: Principal stock account number:

Signature of the trustee: Trustee ID number:

Date of entrustment: Entrusted validity period:

Principal (seal or signature):

Date of commission:    Year     Month     Day