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Jilin Zixin Pharmaceutical Co., Ltd. Announcement of Resolutions of the Eleventh Meeting of the Fifth Board of Supervisors

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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.
 
The eleventh meeting of the fifth session of the Supervisory Committee of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as the “Company”) was held on September 3, 2014 by way of on-site voting. The meeting was notified by telephone, electronic on August 23, 2014. Emission by mail, etc., in accordance with the provisions of the "Company Law" and "Articles of Association". Three supervisors should attend the meeting and three supervisors actually attended the meeting. Hosted by Supervisor Tian Feng.
 
After careful consideration by the attending supervisors, the following proposals were passed:
 
I. Review and approve the “Proposal on the Company's Compliance with the Conditions for Non-Public Issuance of Stocks to Specific Targets”
 
According to the "Company Law of the People's Republic of China", "The Securities Law of the People's Republic of China", "Administrative Measures for the Issuance of Securities by Listed Companies" and "Implementation Rules for the Non-public Issuance of Stocks by Listed Companies" and other relevant laws and regulations and the China Securities Regulatory Commission (hereinafter referred to as According to the provisions of the “China Securities Regulatory Commission”, the company conducts a self-inspection on the operation, financial status and related matters, and considers that the company meets the conditions for non-public offering of shares to specific targets.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
Second, review and approve the "Proposal on the Company's Non-public Issuance of Stocks"
 
The specific issuance plan for the company to non-publicly issue shares to specific targets is as follows:
 
1. Type and face value of the issued shares
 
The types of shares issued this time are domestically listed RMB ordinary shares (A shares) with a par value of RMB 1.00 per share.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
2. Distribution method and release time
 
The shares (A shares) issued this time are all adopted in a non-public offering to specific targets, and are selected to be issued to specific targets within six months after approval by the China Securities Regulatory Commission.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
3. Issue price and pricing principles
 
(1) The price of this issuance is determined to be 12.60 yuan/share, and the price of this issuance is not less than 90% of the average price of the company's stock trading on the 20 trading days before the pricing benchmark date (average price of the stock trading 20 days before the pricing benchmark date = pricing) The total amount of stock transactions in the 20 trading days before the benchmark date/the total number of stock transactions in the 20 trading days before the pricing benchmark date, that is, 12.60 yuan/share.
 
(2) If the issuer's stocks are subject to dividends/cash dividends, dividends, capitalization of capital reserves, etc. during the period from the pricing base date to the issuance date, the non-public offering price will be adjusted accordingly according to the following methods:
 
Assume that the pre-adjustment issue price is P0, the number of shares to be offered or transferred to share is N, and the dividend per share/cash dividend is D. After the adjusted issue price is P1, then:
 
Dividend/Cash Dividend: P1 = P0 - D
 
Share or transfer to share capital: P1 = P0 / (1 + N)
 
Two simultaneous operations: P1 = (P0 - D) / (1 + N).
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
4. Issue object and subscription method
 
The issue is for six specific investors, and the scope of the issue is as follows:
 
(1) Shanghai Hongying Asset Management Co., Ltd. intends to subscribe for the company's non-public offering of shares of 31,416,031 shares in RMB cash and at the same price;
 
(2) Beijing Fude Shubang Investment Center (Limited Partnership) intends to subscribe for the company's non-public offering of shares of 31,416,031 shares in RMB cash and at the same price;
 
(3) Foshan Science and Technology Incubation Partnership (Limited Partnership) intends to subscribe for the company's non-public offering of shares of 158,731,500 shares in RMB cash at the same price;
 
(4) Ms. Zhong Guilan intends to subscribe the company's non-public offering of shares of 31,416,031 shares in RMB cash at the same price;
 
(5) Ms. Li Ziying intends to subscribe for the company's non-public offering of shares of 31,416,031 shares in the form of RMB cash and at the same price;
 
(6) Ms. Guo Hua intends to subscribe for the company's non-public offering of shares of 15,587,1515 shares in the form of RMB cash and at the same price.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
5, the number of issues
 
The number of non-public issuance of A shares was 157,731,154 shares. If the company's stocks are subject to ex-rights and ex-dividends during the period from the pricing base date to the issue date, the issue amount will be adjusted according to the total amount of funds raised and the ex-rights and ex-dividend issue prices. The number of shares issued in this non-public offering is subject to the number of shares finally approved by the China Securities Regulatory Commission.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
6. Pricing basis date
 
The pricing benchmark date for this non-public offering is the announcement date of the resolution of the 18th meeting of the fifth board of directors of the company (September 4, 2014).
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
7. Restricted period
 
The shares issued this time shall not be transferred within 36 months from the date of completion of the issuance; the expiration of the restricted sales period shall be carried out in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
8. Listing location
 
The non-public offering of shares will be applied for listing on the Shenzhen Stock Exchange after the expiration of the restricted sale period.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
9. Amount of funds raised
 
The total amount of funds raised from this non-public offering shall not exceed RMB 200 million.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
10. Use of raised funds
 
After deducting the issuance expenses, the proceeds will be used to repay bank loans of RMB 800,000, and the rest will be used to supplement the company's working capital.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
11. Arrangement for the rollover of profits before the non-public offering
 
The undistributed profit before the non-public issuance will be shared by the new and old shareholders after the completion of this non-public offering.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
12. The validity period of this non-public offering of shares
 
The validity period of this non-public offering of shares is 12 months from the date of submission of the non-public offering plan to the shareholders' meeting for approval.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
III. The “Proposal on the Company's 2014 Non-public Issuance of Stocks” was reviewed and approved.
 
Agree to the company's "2014 non-public offering plan".
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
For details, please refer to the “2014 Non-Public Issuance of Stock Plan” published by the company on the designated information disclosure media and http://www.cninfo.com.cn.
 
IV. The “Proposal on the Feasibility Analysis Report on the Use of Raised Funds by the Company”
 
Agree to the company's "Proposal on the feasibility analysis report on the use of funds raised by the company for non-public offering of shares".
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
For details, please refer to the “Feasibility Analysis Report on the Use of Raised Funds by Non-public Offering of Stocks” published by the company on the designated information disclosure media and http://www.cninfo.com.cn.
 
V. The “Proposal on the Report on the Use of the Previously Raised Funds of the Company” was considered and approved.
 
Agree to the "Proposal on the Report on the Use of the Funds Raised by the Company".
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
For details, please refer to the “Special Report of the Company on the Use of Previously Raised Funds” published by the designated information disclosure media and http://www.cninfo.com.cn on this announcement date. The firm's report on the use of funds raised by Jilin Zixin Pharmaceutical Co., Ltd. for the previous time.
 
VI. The item “Draft on the signing of the conditional subscription contract with the condition of the company and the non-public issuance object” was passed.
 
The company and each of the subscribers signed a conditional share subscription agreement. These agreements shall become effective after the non-public offering of shares has been reviewed and approved by the company's board of directors and shareholders meeting and approved by the China Securities Regulatory Commission. The voting on this resolution is as follows:
 
1. The company signed a conditional subscription agreement with Shanghai Hongying Asset Management Co., Ltd.
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
2. The company signed a conditional subscription agreement with Beijing Fude Shubang Investment Center (Limited Partnership)
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
3. The company and Foshan Science and Technology Incubation Partnership (Limited Partnership) signed a conditional subscription agreement
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
4. The company and Ms. Zhong Guilan signed a conditional subscription agreement
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
5. The company and Ms. Li Ziying signed a conditional subscription agreement
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
6. The company and Ms. Guo Hua signed a conditional subscription agreement
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
For details, please refer to the “Announcement on Signing the Conditional Share Subscription Agreement” published by the company on the designated information disclosure media and http://www.cninfo.com.cn.
 
VII. Deliberation and approval of the "Proposal on Related Transactions of Non-public Issuance of Shares"
 
Agree to the "Proposal on the Non-Public Issuance of Stocks Related to Related Transactions".
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
VIII. Review and approve the “Company's Dividend Return Plan for the Company in the Next Three Years (2014-2016)”
 
Agree to the company to implement a proactive profit distribution policy, attach importance to the reasonable return on investment to investors, protect the legitimate rights and interests of public investors, and improve the company's profit distribution policy, in accordance with the Notice of the China Securities Regulatory Commission on Further Implementing the Relevant Issues Concerning Cash Dividends of Listed Companies ( Zheng Jianfa [2012] No. 37), "Listing Company Supervision Guidelines No. 3 - Cash dividends of listed companies" (CSRC Announcement [2013] No. 43) and other relevant regulations, combined with the company's actual business conditions and development needs, specially formulated Jilin Zixin Pharmaceutical Co., Ltd.'s shareholder dividend return plan for the next three years (2014-2016).
 
Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
For details, please refer to the “Shareholders' Dividend Return Plan for the Company for the next three years (2014-2016) published on the designated information disclosure media and http://www.cninfo.com.cn”.
 
 
 
Special announcement
 
 
 
 
 
 
 
 
 
 
 
Jilin Zixin Pharmaceutical Co., Ltd.
 
                                                  Board of Directors 
 
                                                                                                  September 4, 2014