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Announcement of Resolutions of the First Meeting of the Fifth Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd.

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Industry Announcement No.: 2013-023

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement on Resolutions of the First Meeting of the Fifth Board of Directors

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.

 

Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as "the company") The first meeting of the fifth board of directors was held on the morning of May 28, 2013 in the form of on-site deliberation. The meeting was notified on May 21, 2013 by telephone, electronic Emission by mail, etc., in accordance with the provisions of the "Company Law" and "Articles of Association". The meeting should attend 7 directors and actually attend 7 directors. 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. After careful consideration by the directors at the meeting, the following proposals were passed:

 

I. The “Proposal on Electing Mr. Cao Enhui as the Chairman of the Fifth Board of Directors” was considered and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

Mr. Cao Enhui was elected as the chairman of the fifth board of directors of the company. His term of office shall be from the date of the meeting and the expiration of the term of the fifth board of directors of the company.

 

2. The “Proposal on Appointing Mr. Guo Chunlin as General Manager” was considered and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

Nominated by the Nomination Committee of the Board of Directors, Mr. Guo Chunlin was appointed as the general manager of the company. His term of office expires from the date of the meeting and the expiration of the term of the fifth board of directors of the company.

Independent directors of the company issued independent opinions.

 

III. The “Proposal on Appointing Deputy General Manager of the Company” was considered and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

Nominated by the Nomination Committee of the Board of Directors, the appointment of Ms. Zhong Yunxiang, Mr. Han Ming and Mr. Xu Jifeng as the deputy general manager of the company shall be held from the date of the meeting to the expiration of the term of the fifth board of directors of the company.

Independent directors of the company issued independent opinions.

 

4. The “Proposal on Appointing the Secretary of the Board of Directors of the Company” was considered and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

Nominated by the Nomination Committee of the Board of Directors, Ms. Zhong Yunxiang was appointed as Secretary of the Board of Directors of the company. The term of office of the company was from the date of the meeting to the expiration of the term of the fifth board of directors of the company.

Independent directors of the company issued independent opinions.

 

5. The “Proposal on Appointing the Chief Financial Officer of the Company” was considered and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

Nominated by the Nomination Committee of the Board of Directors of the company, Mr. Xu Jifeng was appointed as the financial controller of the company. His term of office expires from the date of the meeting and the expiration of the term of the fifth board of directors of the company.

Independent directors of the company issued independent opinions.

 

6. The “Proposal on Appointing the Person in Charge of the Audit and Supervision Department of the Company” was considered and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

Nominated by the Nomination Committee of the Board of Directors, Mr. Liang Shichang was appointed as the head of the company's audit and supervision department. His term of office expires from the date of the meeting and the expiration of the term of the fifth board of directors.

Independent directors of the company issued independent opinions.

Mr. Liang Shichang resigned as a representative of the company's securities affairs due to changes in his work. The board of directors of the company will hire relevant personnel who are qualified to serve as securities affairs representatives as soon as possible. During this period, the secretary of the board of directors will be responsible for the work of the securities affairs representative.

 

7. The “Proposal on Election of the Special Committee of the Fifth Session of the Board of Directors” was considered and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

Elect the members of the special committees of the board of directors as follows, with the same term as the current board of directors:

Audit Committee: Cao Enhui, Li Fei, Wang Xu, Fu Wei, among them Wang Xu is the convener

Compensation and Appraisal Committee: Guo Chunlin, Wang Xu, Fu Wei, of which Fu Wei is the convener

Nominating Committee: Cao Enhui, Li Fei, Wang Xu, among them Li Fei is the convener

Strategy and Investment Committee: Cao Enhui, Guo Chunlin, Fu Wei, Zu Chunxiang, Yin Jinlong, of which Cao Enhui is the convener

 

8. The “Proposal on the Temporary Replenishment of Working Capital with the Use of Investment Funds” was reviewed.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

The company plans to use the 40 million yuan idle raised funds to temporarily supplement the working capital, accounting for 4.05% of the net proceeds, and the use period is no more than 4 months, from May 29, 2013 to September 28, 2013. For details, please refer to the Announcement on Temporary Replenishment of Working Capital for Partial Use of Raised Funds, Announcement No.: (2013-025).

Independent directors of the company issued independent opinions.

 

9. The “Proposal on Transferring 5.6 Million Equity Interest of Jilin Environmental Energy Exchange Co., Ltd.” was reviewed and approved.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

On January 5, 2011, the company and Jilin New Energy Investment Co., Ltd., Jilin Changchun Property Rights Exchange Center, and Jilin Province Reiter Environmental Technology Co., Ltd. jointly funded the establishment of Jilin Environmental Energy Exchange Co., Ltd. (hereinafter referred to as “Energy Exchange Company”). ). The registered capital of the Energy Exchange Company is RMB 20 million. The equity structure and capital contribution at the time of establishment are as follows:

1. Jilin New Energy Investment Co., Ltd. holds 7 million yuan of equity in the energy exchange company, accounting for 35% of the registered capital, subscribed for 7 million yuan, paid in-house capital of 1.4 million yuan, and still has to pay 5.6 million yuan.

2. Jilin Changchun Property Rights Exchange Center holds 7 million yuan of equity in the Energy Exchange Company, accounting for 35% of the registered capital. The capital contribution is 7 million yuan, and the paid contribution is 1.4 million yuan. It is still required to pay 5.6 million yuan.

3. Our company holds 3 million yuan of equity in the energy exchange company, accounting for 15% of the registered capital, 3 million yuan of subscribed capital, 600,000 yuan of paid-in capital, and still need to pay 2.4 million yuan.

4. Jilin Province Ruite Environmental Technology Co., Ltd. holds 3 million yuan of equity in the Energy Exchange Company, accounting for 15% of the registered capital, subscribes for 3 million yuan, pays 600,000 yuan, and still has to pay 2.4 million yuan. .

As of March 31, 2013, the total assets of the Energy Exchange were 325,313.24 yuan, the total liabilities were 957,967.01 yuan, and the shareholders' equity was 632,653.77 yuan. As the low-carbon economy is becoming a new growth point for China's economy, energy conservation and emission reduction has become the consensus of the international community. The phased and step-by-step construction of China's emission trading market has also started. Based on the good development prospects of the project, the company After deliberation and approval, the company agreed to transfer 28% of the equity of the energy exchange company held by Jilin New Energy Investment Co., Ltd. at a consideration of 0 yuan. After the equity transfer, the company held a total of 43% of the registered capital of the energy exchange company. Due to the fact that the capital of 5.6 million yuan corresponding to the 28% equity of Jilin Province New Energy Investment Co., Ltd. is not actually in place, the company agrees to fulfill the actual capital contribution obligation after the completion of the equity transfer, together with the capital contribution of 2.4 million yuan that the company still needs to make up. The company paid 8 million yuan in full capital with its own funds. After the capital contribution was completed, the company held 43% of the equity of the energy exchange company, and subscribed for 8.6 million yuan, all of which were fully paid.

The company and its controlling shareholder, directors, supervisors and senior management personnel have no relationship with Jilin New Energy Investment Co., Ltd., and the company has no related party transactions for its shares in the energy exchange company.

10. The “Proposal on Amending the Registration Management System for Insiders of Inside Information” was reviewed.

Review results: 7 votes in favor, 0 votes against, 0 abstentions

According to the relevant provisions of the China Securities Regulatory Commission on the establishment of the insider information registration management system for listed companies (CSRC Announcement [2011] No. 30), Jizheng Jianfa (2011) No. 246 "On the implementation of the Jilin jurisdiction" Notice on the Provisions for the Establishment of Insider Information Registration Management System for Listed Companies>, Jizheng Jianfa (2013) No. 59 “Notice on Further Improving the Control of Insider Trading” and other relevant laws, registration of insider information insiders The Management System was revised. The “Registration System for Insiders of Inside Information of Jilin Zixin Pharmaceutical Co., Ltd.”, which was passed on November 24, 2011, was abolished on the same day.

Special announcement

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

May 29, 2013