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Jilin Zixin Pharmaceutical Co., Ltd. Announcement on Resolutions of 2012 Annual General Meeting of Shareholders

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2013-022

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement of Resolutions of 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.

 

Special Note:

1. There was no increase, veto or change of the resolution during the general meeting of shareholders.

2. The general meeting of shareholders took the form of on-site voting.

I. Meeting convening and attendance

(1) The convening of the meeting

1. Meeting notice

The board of directors of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) disclosed the information in Securities Times, Shanghai Securities News, Securities Daily, China Securities Journal and the company on April 26, 2013. The website www.cninfo.com.cn on the website www.cninfo.com.cn announced the notice of the meeting and the consideration of the meeting.

2. Holding time: May 21, 2013 at 9:00 am

3. Meeting place: Meeting room on the first floor of the company

4. Mode of convening: This general meeting of shareholders adopts on-site voting

5. Convener: Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd.

6. Moderator: Mr. Cao Enhui, Chairman

7. The convening, convening and voting procedures of this general meeting of shareholders are in compliance with the laws, regulations and regulatory documents such as the Company Law, the Rules of the Shareholders' Meeting of Listed Companies, the Rules of Listing of the Shenzhen Stock Exchange and the Articles of Association. Provisions.

(II) Attendance at the meeting

1. A total of 3 shareholders and shareholder representatives attended the on-site meeting of the shareholders meeting, representing 282,656,692 shares with voting rights, accounting for 55.10% of the total number of shares of the company.

2. Some directors, supervisors and senior management personnel of the company attended the meeting; Wang Xiuhong and Yang Hao, lawyers from Beijing Branch of Beijing Law Firm, attended the shareholders meeting to witness and issued legal opinions.

2. Review and voting of the proposal

The general meeting of shareholders took the form of on-site voting. The meeting voted by ballot to pass the following motion:

 

1. Reviewed and approved the 2012 Work Report of the Board of Directors

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

2. Reviewed and approved the 2012 Work Report of the Board of Supervisors

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

3. The “2012 Annual Report” and its summary were reviewed and approved.

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

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

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

5. Reviewed and passed the 2012 Profit Distribution Proposal

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

6. Reviewed and passed the Proposal on Renewing the Appointment of Accounting Firms

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

7. Reviewed and passed the "Proposal on Increasing Business Scope"

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

8. The “Proposal on Providing Guarantee for the Holding Subsidiary Jilin Zixin Red Stone Breeding Co., Ltd.” was reviewed and approved.

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

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

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

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

Voting: 282,656,692 shares, accounting for 100% of the total number of shares with valid voting rights at the meeting; 0 shares, accounting for 0% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining, accounting for 0% of the total number of shares with valid voting rights at the meeting .

 

11. The “Proposal on Nominating Non-Independent Directors of the Fifth Board of Directors” was considered and approved by cumulative voting.

11.1 Electing Cao Enhui as a non-independent director of the fifth board of directors

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

11.2. Election Guo Chunlin is a non-independent director of the fifth board of directors

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

11.3. Elect Yin Jinlong as a non-independent director of the fifth board of directors

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

11.4. Elected Zu Chunxiang as a non-independent director of the fifth board of directors

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

 

12. The “Proposal on Nominating Independent Directors of the Fifth Board of Directors” was considered and approved by cumulative voting.

12.1 Elected Li Fei as Independent Director of the 5th Board of Directors

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

12.2. Elected Fu Wei as Independent Director of the Fifth Board of Directors

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

12.3. Electing Wang Xu as an Independent Director of the Fifth Board of Directors

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

The number of directors appointed by the company as senior management of the company and the number of directors represented by employee representatives shall not exceed one-half of the total number of directors of the company.

 

13. The “Proposal on Nominating Candidates for Supervisors of the Fifth Supervisory Committee” was considered and approved by cumulative voting.

13.1 Elect Tian Feng as candidate for supervisor of the 5th Supervisory Committee

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

13.2. Electing Fan Shuibo as the candidate for the supervisor of the fifth session of the Supervisory Committee

Voting: The total number of votes received was 282,656,692, accounting for 100% of the total number of shares held by shareholders of the meeting (based on the number of unaccumulated shares).

 

Among the supervisors appointed by the company, 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 supervisors nominated by single shareholders have not exceeded one-half of the total number of supervisors of the company.

Third, the status of independent directors

Xu Weidong, an independent director of the company, briefly stated the 2012 annual report on behalf of all independent directors. For details of the 2012 Annual Report of Independent Directors, please visit www.cninfo.com.cn.

4. Legal opinions issued by lawyers

Wang Xiuhong and Yang Hao, lawyers from the Beijing branch of Beijing Law Firm, attended the annual general meeting of shareholders and issued a legal opinion. They believed that the convening and convening procedures, convener and attendance qualifications and voting of the company’s shareholders meeting The procedures and voting results are in compliance with the relevant provisions of the Company Law, the Rules of the General Meeting of Shareholders, and other laws, regulations, normative documents and the Articles of Association. The resolution of this general meeting is legal and effective.

V. Documents for reference

1. Resolution of the 2012 Annual General Meeting of Jilin Zixin Pharmaceutical Co., Ltd.;

2. The Legal Opinions on the 2012 Annual General Meeting of Jilin Zixin Pharmaceutical Co., Ltd. issued by Dalian Branch of Beijing Law Firm.

Special announcement.

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

May 22, 2013