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Jilin Zixin Pharmaceutical Co., Ltd. Independent Director 2013 Annual Report

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Jilin Zixin Pharmaceutical Co., Ltd.

Independent Director 2013 Annual Report

As an independent director of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), I am in accordance with the “Guiding Opinions on Establishing an Independent Director System in Listed Companies”, the “Articles of Association” and relevant laws and regulations in 2013. Faithfully fulfilled the duties of independent directors, actively attended the relevant meetings of the company in 2013, issued independent opinions on relevant proposals reviewed by the board of directors, safeguarded the legitimate rights and interests of the company and minority shareholders, and exercised the company carefully, conscientiously and diligently. Empowerment. The report on my duties and participation in the meeting for the past year is as follows:

I. I attended the company meeting in 2013

1. Personal attendance at previous sessions: the first meeting of the fifth board of directors, the fourth meeting of the fifth board of directors, the fifth meeting of the fifth board of directors, and the sixth meeting of the fifth board of directors. Participation in the meeting by means of communication: the twenty-ninth meeting of the fourth board of directors, the thirtieth meeting of the fourth board of directors, the second meeting of the fifth board of directors, the third meeting of the fifth board of directors, the fifth board of directors The seventh meeting, the eighth meeting of the fifth board of directors, and the ninth meeting of the fifth board of directors. Participated in the 2012 Annual General Meeting of Shareholders;

2. Entrusted to attend previous sessions: The 31st meeting of the 4th Board of Directors, due to the failure to participate in this meeting due to business trip, entrusted Mr. Fang Yong, an independent director, to exercise voting rights.

3. In the report period, I did not raise any objection to any matter of the company.

2. The status of independent opinions on the company's board meeting

(I) On April 25, 2013, at the 31st meeting of the fourth board of directors of the company, the following independent opinions were issued:

1. Independent opinions on renewing the 2013 audit institution;

2. Independent opinions on the Internal Control and Self-Evaluation Report;

3. Special explanations and independent opinions on the funds occupied by the controlling shareholder and other related parties and the company's external guarantees;

4. Independent opinions on the fact that the board of directors did not propose a cash dividend plan;

5. Independent opinions on matters related to non-standard audit opinions issued by accounting firms;

6. Independent opinions on the appointment of independent directors of the fifth board of directors;

7. Independent opinions on the appointment of non-independent directors of the fifth board of directors.

(II) On May 28, 2013, the first meeting of the fifth board of directors of the company issued the following independent opinions:

1. Independent opinions on the appointment of the head of the Audit and Supervision Department;

2. Independent opinions on the appointment of general manager, deputy general manager, secretary of the board of directors and chief financial officer;

3. Independent opinions on the use of some idle raised funds to temporarily supplement working capital.

(III) On August 23, 2013, the fourth meeting of the fifth board of directors of the company issued the following independent opinions:

Special explanations and independent opinions on the funds occupied by the controlling shareholder and other related parties and the company's external guarantees.

(IV) On October 9, 2013, the sixth meeting of the fifth board of directors of the company issued the following independent opinions:

Independent opinion on the temporary replenishment of working capital using part of the idle raised funds.

Third, on-site understanding and inspection of the company

During the reporting period, I actively and effectively fulfilled the duties of independent directors, and used the time of participating in relevant meetings to conduct on-site inspections of the company, establishing sound management of the company's production and operation, financial status, internal control, and management to shareholders' meetings and Conduct investigations on the implementation of the resolutions of the board of directors, the use of raised funds, related transactions, business development and the progress of investment projects, and publish professional opinions during the decision-making process of the board of directors.

Fourth, the work done to protect the rights and interests of investors

1. Master the company's information disclosure by keeping abreast of the company's information disclosure website and newspaper related content. Supervise and urge the company to disclose information in accordance with the laws and regulations of the Shenzhen Stock Exchange SME Board Standardized Companies and the company's "Information Disclosure Management System" to ensure the truthfulness, accuracy, completeness and timeliness of company information disclosure.

2. In 2013, for each proposal that needs to be submitted to the board of directors for review, it is possible to carefully review, inquire, and understand the specific information provided by the company in advance, and to inquire about relevant departments and personnel of the company when necessary, and use its own professional knowledge. Independent, objective and prudent exercise of voting rights, starting from actual actions to safeguard the legitimate rights and interests of the majority of minority shareholders.

3. By continuously learning the relevant documents issued by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, it has deepened my understanding and understanding of relevant laws and regulations, and raised the awareness of the protection of the legitimate rights and interests of companies and investors, especially social public shareholders.

V. Other work situations

1. There is no proposal to convene the board of directors;

2. There is no proposal to hire and dismiss an accounting firm;

3. There is no independent external auditing agency and consulting agency.

 

 

 

Independent Director: Li Fei

February 24, 2014