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Jilin Zixin Pharmaceutical Co., Ltd. Announcement on Resolutions of the Third Extraordinary General Meeting of 2014

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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. This shareholder meeting adopts a combination of on-site voting and online 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 September 4, 2014. 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. Meeting time:
 
On-site meeting time: 9:00 am, Friday, September 19, 2014
 
Online voting time: The specific time for online voting through the Shenzhen Stock Exchange trading system is: September 19, 2014, 9:30-11:30 am, 13:00-15:00 pm; Internet voting through the Shenzhen Stock Exchange The specific time for the system to vote is: any time during the period from 15:00 on September 18, 2014 to 15:00 on September 19, 2014.
 
3. Equity registration date: September 16, 2014
 
4. Meeting place: Meeting room on the first floor of the company, No. 137, Dongtoudao Street, Nanguan District, Changchun City
 
5. Convener of the meeting: the board of directors of the company
 
6. Mode of the meeting: This shareholder meeting adopts a combination of on-site voting and online voting.
 
Through the Shenzhen Stock Exchange trading system and the Internet voting system, the company provides a voting platform in the form of a network to shareholders of the company. Shareholders can exercise voting rights through the above system within the voting time of the network. The same voting right can only choose one of on-site voting and online voting. Among them, online voting includes two voting methods: the securities trading system and the Internet system. The same stock can only choose one of them. In the case of repeated voting, the result of the voting shall be subject to the first valid vote.
 
7. Legal compliance of the meeting: The 18th meeting of the fifth board of directors of the company reviewed and approved the “Proposal for Holding the Third Extraordinary General Meeting of 2014” and decided to hold the third extraordinary shareholders meeting in 2014. The convening of the conference is in compliance with relevant laws and regulations and the company's articles of association.
 
(II) Attendance at the meeting
 
A total of 23 shareholders or proxies attended the on-site meeting and online voting of the shareholders' meeting. The number of shares with voting rights on behalf of the company was 310,800,381 shares, accounting for 60.5859% of the company's total share capital of 512,991,382 shares. Among them: the total number of shares holding 5% or less of small and medium investors representing valid voting rights is 28,364,089 shares, accounting for 5.5292% of the company's total shares of 512,991,382 shares.
 
1. A total of 2 shareholders and shareholders authorized to attend the on-site meeting of the shareholders meeting, the total number of shares representing valid voting rights was 282,436,292 shares, accounting for 55.0567% of the company's total shares of 512,991,382 shares.
 
2. A total of 21 shareholders voted through the Shenzhen Stock Exchange trading system and the Internet voting system. The total number of shares representing valid voting rights was 28,364,089 shares, accounting for 5.5292% of the company's total shares of 512,991,382 shares.
 
    3. The company's directors, supervisors and senior management personnel attended the meeting; Qu Chengliang and Yang Lan, the Beijing branch of Beijing Law Firm, attended the shareholders' meeting to witness and issued legal opinions.
 
2. Review and voting of the proposal
 
This general meeting of shareholders adopts a combination of on-site voting and online voting. Proposals 2, 3, 4, 9, and 10 are subject to special resolutions and are subject to special resolutions. The total number of shares with valid voting rights held by shareholders attending the general meeting shall be three. More than two (including) consent; this general meeting of shareholders voted for the vote of small and medium-sized investors with a shareholding of 5% or less; the related shareholder Kang Ping Company and its concerted action, Mr. Zhong Weiguang, on the proposals 1, 2, 3, 4, 5, 6, 8 evade voting.
 
Pass the following motion:
 
1. Reviewed and passed the “Proposal on the Company's Compliance with the Non-public Issuance of Stocks to Specific Targets”
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
2. The “Proposal on the Non-public Issuance of Stocks by the Company” was reviewed and approved item by item.
 
  (1) Type of stock issued and face value
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (2), distribution method and release time
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
 
 
(3), issue price and pricing principles
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (4), issue object and subscription method
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (5), the number of issues
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (6), pricing base date
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (7), limited sales period
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (8), listing location
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (9) The amount of funds raised
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (10) Use of raised funds
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (11), the profit arrangement before the non-public issuance
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
  (12) The validity period of this non-public offering of shares
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
3. The “Proposal of the Company's 2014 Non-public Issuance of Stocks” was reviewed and approved.
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
4. The “Proposal on the Feasibility Analysis Report on the Use of Raised Funds by the Company for Non-public Issuance of Shares” was reviewed and approved.
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
5. Examined and approved the “Proposal on Signing the Share Subscription Contract with the Condition of the Company and the Non-Public Issuance Objects”
 
(1) The company and Shanghai Hung Ho Asset Management Co., Ltd. signed a conditional share subscription agreement
 
(2) The company and Beijing Fude Shubang Investment Center (Limited Partnership) signed a conditional share subscription agreement
 
(3) The company and the Foshan Science and Technology Incubation Partnership (Limited Partnership) signed a conditional subscription agreement
 
(4) The company and Ms. Zhong Guilan signed a conditional subscription agreement
 
(5) The company and Ms. Li Ziying signed a conditional subscription agreement
 
(6) The company and Ms. Guo Hua signed a conditional subscription agreement
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
6. Reviewed and passed the “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Non-public Issuance of Stocks by the Company to Specific Targets”
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
7. The “Proposal on the Report on the Use of the Previously Raised Funds of the Company” was reviewed and approved.
 
     Voting situation: Agreed 310,731,163 shares, accounting for 99.9777% of the total number of shares with valid voting rights at the meeting; against 69,218 shares, accounting for 0.0223% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining (where 0 shares were abstained due to non-voting) Accounted for 0.0000% of the shares held by all shareholders attending the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 9.105% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.0223% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
8. The “Proposal on the Non-public Issuance of Stocks Related to Related Transactions” was considered and approved.
 
Voting: 28,294,871 shares were agreed, accounting for 99.7560% of the shares held by all shareholders present at the meeting; 69,218 shares were opposed, accounting for 0.2440% of the shares held by all shareholders present at the meeting; 0 shares abstained (including 0 shares due to non-voting default), accounting for attendance 0.0000% of the shares held by all shareholders of the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 99.7560% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.2440% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
9. Reviewed and passed the “Proposal for the company's shareholder dividend return plan for the next three years (2014-2016)”
 
Voting situation: Agreed 310,731,163 shares, accounting for 99.9777% of the total number of shares with valid voting rights at the meeting; against 69,218 shares, accounting for 0.0223% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining (where 0 shares were abstained due to non-voting) Accounted for 0.0000% of the shares held by all shareholders attending the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 9.105% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.0223% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
10. The “Proposal on Amending the Articles of Association” was reviewed and approved.
 
Voting situation: Agreed 310,731,163 shares, accounting for 99.9777% of the total number of shares with valid voting rights at the meeting; against 69,218 shares, accounting for 0.0223% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining (where 0 shares were abstained due to non-voting) Accounted for 0.0000% of the shares held by all shareholders attending the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 9.105% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.0223% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
11. The “Proposal on the First Phase of the Construction Project of the Pharmaceutical Industrial Park of the Company” was reviewed and approved.
 
Voting situation: Agreed 310,731,163 shares, accounting for 99.9777% of the total number of shares with valid voting rights at the meeting; against 69,218 shares, accounting for 0.0223% of the total number of shares with valid voting rights at the meeting; 0 shares abstaining (where 0 shares were abstained due to non-voting) Accounted for 0.0000% of the shares held by all shareholders attending the meeting.
 
Among them, the voting situation of small and medium-sized investors holding less than 5% of the shares: 28,294,871 shares, accounting for 9.105% of the shares held by all shareholders attending the meeting; against 69,218 shares, accounting for 0.0223% of the shares held by all shareholders attending the meeting; No vote defaults to 0 shares), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
 
Third, the legal opinions issued by lawyers
 
Attorneys Qu Chengliang and Yang Hao of 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 of the company's shareholders meeting were qualified. The voting procedures and voting results are in compliance with the relevant laws, regulations and normative documents such as the Company Law and the Rules of the General Meeting of Shareholders and the Articles of Association. The resolutions of this general meeting of shareholders are legal and effective.
 
Fourth, the documents for reference
 
1. Resolution of the Third Extraordinary General Meeting of Shareholders of Jilin Zixin Pharmaceutical Co., Ltd. in 2014;
 
2. The Legal Opinions on the Third Extraordinary General Meeting of 2014 held by Jilin Zixin Pharmaceutical Co., Ltd. issued by Dalian Branch of Beijing Law Firm.
 
 
 
Special announcement.
 
 
 
 
 
 
 
 
 
                              Jilin Zixin Pharmaceutical Co., Ltd.
 
                            Board of Directors
 
                              September 20, 2014