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Jilin Zixin Pharmaceutical Co., Ltd. Announcement of Resolutions of 2013 Annual General Meeting of Shareholders

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Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2014-017

Jilin Zixin Pharmaceutical Co., Ltd.

Announcement of Resolutions of the 2013 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. 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 February 25, 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: Monday, March 17, 2014 at 9:00 am

Online voting time: The specific time for online voting through the Shenzhen Stock Exchange trading system is: March 17th, 2014, 9:30-11:30 am, 13:00-15:00 pm; Internet voting through Shenzhen Stock Exchange The specific time for the system to vote is: any time during the period from 15:00 on March 16, 2014 to 15:00 on March 17, 2014.

3. Equity registration date: March 12, 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 11th meeting of the fifth board of directors of the company reviewed and approved the “Proposal for Holding the 2013 Annual General Meeting of Shareholders” and decided to convene the 2013 Annual General Meeting of the Company. The relevant laws and regulations and the company's articles of association.

(II) Attendance at the meeting

1. A total of 51 shareholders or proxies attending the on-site meeting and online voting of the shareholders' meeting, the number of shares with voting rights on behalf of the company was 303,352,034 shares, accounting for 59.1339% of the company's total share capital of 512,991,382 shares. Among them: 4 shareholders or proxies attending the on-site meeting, representing 282,484,392 shares with voting rights, accounting for 55.0661% of the company's total shares; according to the online voting statistics provided by Shenzhen Securities Information Co., Ltd., shareholders voting through the Internet For 47 people, the number of shares with voting rights was 20,867,642 shares, accounting for 4.0678% of the company's total shares.

2. Some directors, supervisors and senior management personnel of the company attended the meeting; Wang Xiuhong and Wang Liying, the Beijing branch of Beijing Law Firm, attended the shareholders meeting to witness and issued legal opinions.

2. Review and voting of the proposal

The shareholders' meeting was a combination of on-site voting and online voting. The eighth proposal of the company's largest shareholder, Kang Ping Company and its second largest shareholder, Mr. Zhong Weiguang, abstained from voting.

Pass the following motion:

1. Reviewed and approved the 2013 Annual Report of the Board of Directors

Voting: 303,057,995 shares, accounting for 99.0031% of the total number of shares with valid voting rights at the meeting; against 10,700 shares, accounting for 0.0035% of the total number of shares with valid voting rights at the meeting; 283,339 shares abstaining (of which 283,339 shares were abstained due to non-voting) It accounted for 0.0934% of the total number of shares with valid voting rights at this meeting.

2. Reviewed and approved the 2013 Work Report of the Board of Supervisors

Voting: 303,057,995 shares, accounting for 99.0031% of the total number of shares with valid voting rights at the meeting; against 10,700 shares, accounting for 0.0035% of the total number of shares with valid voting rights at the meeting; 283,339 shares abstaining (of which 283,339 shares were abstained due to non-voting) It accounted for 0.0934% of the total number of shares with valid voting rights at this meeting.

3. Reviewed and approved the 2013 Annual Report and its summary

Voting: 303,057,995 shares, accounting for 99.0031% of the total number of shares with valid voting rights at the meeting; against 10,700 shares, accounting for 0.0035% of the total number of shares with valid voting rights at the meeting; 283,339 shares abstaining (of which 283,339 shares were abstained due to non-voting) It accounted for 0.0934% of the total number of shares with valid voting rights at this meeting.

4. The “2013 Financial Statements” was reviewed and approved.

Voting: 303,057,995 shares, accounting for 99.0031% of the total number of shares with valid voting rights at the meeting; against 10,700 shares, accounting for 0.0035% of the total number of shares with valid voting rights at the meeting; 283,339 shares abstaining (of which 283,339 shares were abstained due to non-voting) It accounted for 0.0934% of the total number of shares with valid voting rights at this meeting.

5. Reviewed and approved the 2013 Annual Profit Distribution Proposal

Voting: Agreed 302,657,891 shares, accounting for 99.7712% of the total number of shares with valid voting rights at the meeting; against 417,604 shares, accounting for 0.1377% of the total number of shares with valid voting rights at the meeting; 276,539 shares abstaining (of which 276,539 shares were abstained due to non-voting) Accounted for 0.0911% of the total number of shares with valid voting rights at this meeting.

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

Voting: 303,057,995 shares, accounting for 99.0031% of the total number of shares with valid voting rights at the meeting; against 10,700 shares, accounting for 0.0035% of the total number of shares with valid voting rights at the meeting; 283,339 shares abstaining (of which 283,339 shares were abstained due to non-voting) It accounted for 0.0934% of the total number of shares with valid voting rights at this meeting.

7. The “Proposal on the Special Report on the Deposit and Use of Raised Funds in 2013” ​​was considered and approved.

Voting: 303,057,995 shares, accounting for 99.0031% of the total number of shares with valid voting rights at the meeting; against 10,700 shares, accounting for 0.0035% of the total number of shares with valid voting rights at the meeting; 283,339 shares abstaining (of which 283,339 shares were abstained due to non-voting) It accounted for 0.0934% of the total number of shares with valid voting rights at this meeting.

8. The “Proposal on Related Party Transactions” was reviewed and approved.

Voting: 20,621,703 shares were agreed, accounting for 98.5942% of the total number of shares with valid voting rights at the meeting; 287,239 shares were opposed, accounting for 1.3733% of the total number of shares with valid voting rights at the meeting; 6,800 shares abstaining (of which 6,800 shares were abstained due to non-voting) Accounting for 0.0325% of the total number of shares with valid voting rights at this meeting.

Mr. Zhong Weiguang, the second largest shareholder of the company's largest shareholder, Kang Ping Company and its concerted mover, abstained from voting.

Third, the status of independent directors

On behalf of all the independent directors, Fu Xiao, an independent director of the company, briefly stated the 2013 annual report. For details of the 2013 Annual Report of Independent Directors, please visit www.cninfo.com.cn.

4. Legal opinions issued by lawyers

Lawyer Wang Xiuhong and Wang Liying 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 holding procedures of the company's shareholders meeting, the convener and attendance qualifications, and voting Both the procedures and the 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.

V. Documents for reference

1. Resolution of the 2013 Annual General Meeting of Jilin Zixin Pharmaceutical Co., Ltd.;

2. The Legal Opinions on the 2013 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

March 18, 2014