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Announcement on Resolutions of the Tenth 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.: 2014-001

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement on Resolutions of the Tenth 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 10th meeting of the 5th Board of Directors was held on the morning of January 8, 2014 by means of communication and on-site voting. The meeting was notified by phone on December 27, 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 Permanent Supplementary Liquidity Funds for Individually Raised Funds” was reviewed and approved.

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

In order to improve the efficiency of the use of surplus funds, reduce the company's financial expenses, and create greater benefits for the company and shareholders, the company's board of directors agreed to balance the ginseng product serialization project (Yanji plant area) surplus fundraising account is about 25,374,400 yuan ( Including interest income) permanently replenishing working capital for the company's daily production and operation activities. The surplus fund raised by the Yanji plant area will not affect any other investment project sites. The company promises that the outstanding payment items of the completed fundraising project will be paid by the company's own funds when the payment terms are met. The company has not conducted venture capital investment in the past 12 months. At the same time, the company promises not to invest in high-risk investments such as securities investment and provide financial assistance to others within 12 months after the permanent replenishment of working capital. For details, please refer to the company published on Securities Times, China Securities Journal, Shanghai Securities News, Securities Daily and http://www.cninfo.com.cn on January 9, 2014. Announcement on the Permanent Supplementary Liquidity of Individually Raised Funds.

 

Independent directors issued independent opinions.

The proposal still needs to be submitted to the first extraordinary shareholders meeting in 2014 for consideration and approval before implementation.

2. The “Proposal on Convening the First Extraordinary General Meeting of 2014” was reviewed and approved.

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

It is agreed that the company will hold the first extraordinary shareholders meeting in 2014 on January 24, 2014. For details, please refer to the company's designated information disclosure media http://www.cninfo.com.cn and Securities Times. Announcement on the Convening of the First Extraordinary General Meeting of the Company 2014 disclosed by China Securities Journal, Shanghai Securities News and Securities Daily.

 

III. The “Proposal on Applying for Working Capital Loans to Changchun Ruixiang Sub-branch of Jilin Bank Co., Ltd.” was considered and approved.

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

1. Apply to the Changchun Ruixiang Sub-branch of Jilin Bank Co., Ltd. for a working capital loan of no more than RMB 200 million to supplement the company's working capital. The loan period is one year.

2. The guarantee method of the above loan is pledge guarantee, and the pledge is the unrestricted tradable shares of the company held by Dunhua Kangping Investment Co., Ltd., the controlling shareholder of the company.

3. Authorized financial manager Shao Tianyu has full authority to handle the loan procedures.

4. The “Proposal on the Media's Questioning and Handling System” was reviewed and approved.

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

 

According to the "Notice on Doing a Good Job in Media Enquiry and Handling" by the Jilin Regulatory Commission of Jilin Regulatory Commission, in order to give full play to the positive role of media supervision in maintaining the image of listed companies and protecting the legitimate rights and interests of investors, Jilin Zixin Pharmaceutical Co., Ltd. is now being formulated. The company's media questioning and handling system, please refer to the announcement of the "Media Query Processing System" disclosed by the company's designated information disclosure media (http://www.cninfo.com.cn).

 

Special announcement

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

January 9, 2014