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

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2013-048

Jilin Zixin Pharmaceutical Co., Ltd.

 

Announcement on Resolutions of the Ninth Meeting of the Fifth 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.

 

Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as "the company") The ninth meeting of the fifth board of directors was held on the morning of December 20, 2013 by means of communication and on-site voting. The meeting was notified by telephone on December 10, 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, 7 actual attendees, and independent director Li Fei voted by way of communication. 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 the Establishment of a wholly-owned Sun Company” was considered and passed.

The result of the review: 7 votes in favor, 0 votes against, and 0 abstentions.

The company agreed that Jilin Zhongke Zixin Technology Co., Ltd., a wholly-owned subsidiary, set up a wholly-owned subsidiary in Beijing with its own capital of 2 million yuan, and authorized Mr. Yin Jinlong to handle related matters related to industrial and commercial registration, tax registration and other related subsidiaries:

Registered Name: Beijing Zhongke Zixin Technology Co., Ltd.

Place of registration: Room 608, 6th Floor, Building 3, No. 88, Science and Technology Development Zone, Beijing Economic and Technological Development Zone

Legal representative: Yin Jinlong

Registered capital: 2 million yuan

Business scope: research and development of genetic sequencers, reagents and test kits for gene sequencers; research and development of new drugs, health foods and foods.

The above business scope is ultimately subject to the business license approved by the administrative department for industry and commerce.

 

2. The “Proposal on the Company's Transfer of 8 Million Shares 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 shares of the Energy Exchange Company, accounting for 35% of the registered capital, subscribes for 7 million yuan, and pays 1.4 million yuan, and still has to pay 5.6 million yuan.

 

2. Jilin Changchun Property Rights Exchange Center holds 7 million shares of the Energy Exchange Company, accounting for 35% of the registered capital, subscribes for 7 million yuan, pays 1.4 million yuan, and still has to pay 5.6 million yuan.

 

3. Our company holds 3 million shares of the Energy Exchange Company, accounting for 15% of the registered capital, 3 million yuan for the capital contribution, 600,000 yuan for the paid contribution, and 2.4 million yuan for the investment.

 

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

 

As of November 30, 2013, the total assets of the Energy Exchange were 269,641.71 yuan, the total liabilities were 1,578,801.94 yuan, and the shareholders' equity was -1,309,160.23 yuan. As the low-carbon economy is becoming a new growth point for China's economy, energy conservation and emission reduction have 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, 2013 5 On the 28th, the first meeting of the fifth board of directors of the company was reviewed and approved. The company transferred 28% of the equity of the energy exchange company held by Jilin Province New Energy Investment Co., Ltd. at a price of 0 yuan. After deliberation and approval by the board of directors, the company agreed to transfer 28% of the equity of the energy exchange company held by Jilin Changchun Property Rights Exchange Center and 12% of the energy exchange company held by Jilin Reiter Environmental Technology Co., Ltd. for 0 yuan. Equity. After the equity transfer, the company holds a total of 83% of the registered capital of the energy exchange company. The company agreed to complete the equity transfer due to the 5.6 million yuan corresponding to the 28% equity interest to be transferred by Jilin Changchun Property Rights Exchange Center and the 2.4 million yuan corresponding to the 12% equity interest to be transferred by Jilin Province Rui Te Environmental Technology Co., Ltd. The offspring fulfilled their actual capital contribution obligations and paid a total of 8 million yuan in their own funds at a time. After the capital contribution was completed, the company held 83% of the equity of the energy exchange company and subscribed for 16.6 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 Changchun Property Rights Exchange Center and Jilin Province Ruite Environmental Technology Co., Ltd. The company has no related party transactions for its shares held by the energy exchange company.

 

 

Special announcement

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

December 21, 2013