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Jilin Zixin Pharmaceutical Co., Ltd. special work plan for regulating the behavior of controlling shareholders and actual contro

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Jilin Zixin Pharmaceutical Co., Ltd.

Special work plan for regulating the behavior of controlling shareholders and actual controllers of listed companies

Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) is the implementation of the “Notice on Carrying out the Special Work of Regulating the Behavior of Controlling Shareholders and Actual Controllers of Listed Companies” by Jilin Securities Regulatory Bureau (Ji Zheng Jian Fa [2014] 43 No.) and other documents, the program is specially formulated.

First, the work target

By regulating the behavior of controlling shareholders and actual controllers of listed companies, they prevent abuse of control rights, encroach on the interests of listed companies, harm the interests of small and medium-sized investors, and ensure the integrity of listed companies, personnel independence, financial independence, institutional independence and business independence.

Second, organizational leadership

The company set up a special work leading group to regulate the behavior of controlling shareholders and actual controllers of listed companies. The chairman of the board is the leader of the board of directors and the secretary of the board of directors is the deputy head of the board. The members are composed of the company's independent directors, the board of supervisors, the general manager, the chief financial officer and the audit department. The group is the daily supervisory body that regulates the behavior of the controlling shareholder and the actual controller of the listed company; the chairman of the board acts as the first responsible person of the activity and performs the leadership duties.

Third, the work plan

1. The controlling shareholder and the actual controller of the company promise to perform the normative work. According to the “Regulations of the Listed Companies of the China Securities Regulatory Commission No. 4 – the actual controllers, shareholders, related parties, purchasers and listed companies' commitments and performances” The Jilin Securities Regulatory Bureau issued the "Notice on the Special Work for the Implementation of the Cleanup Regulations for the Listed Companies in Jilin Province" and other relevant documents, cleaned up the existing commitments, formulated the commitments for non-compliance and the promises of non-fulfilment, and formulated an effective solution. The plan and timely disclosure of progress.

Responsible person: Secretary of the Board

Completion time: June 30, 2014 (completed)

2. Establishing and perfecting the work of preventing the controlling shareholder and the actual controller from encroaching on the interest mechanism of the listed company: improving the internal control system, sorting out the system of preventing the capital occupied by major shareholders and related parties, and clarifying the management of monetary fund payment, external guarantee, investment, etc. Decision-making procedures, disclosure of the establishment of the "prevention" mechanism.

Responsible person: Secretary of the Board

Completion time: June 30, 2014 (completed)

3. Standardize related party transactions and solve the problem of horizontal competition

Work content: combing the "Relationship of Decision-making in Related Party Transactions", strictly implementing the decision-making procedures for connected transactions, ensuring the truthfulness of connected transactions and fair pricing.

Responsible person: Secretary of the Board

Completion time: June 30, 2014 (completed)

4. Strengthen daily financial monitoring to prevent the occurrence of capital occupation by controlling shareholders and related parties. Work content: The company's finance department and audit department should inspect the company and its subsidiaries on a quarterly basis, report the review of capital transactions with the controlling shareholder and other related parties, and eliminate the non-operating capital occupation of the controlling shareholder and other related parties. occur.

Responsible person: Chief Financial Officer, Minister of Auditing

Completion time: long term

5. Reporting on the implementation of the program

Work content: Summarize the implementation of the above work plan and report it to the Jilin Securities Regulatory Bureau.

Responsible person: Secretary of the Board

Completion time: June 30, 2014 (completed)

Fourth, specific requirements

1. Raise awareness. Standardizing the behavior of controlling shareholders and actual controllers is the key to corporate governance. Fully understand the seriousness, importance and long-term nature of regulating the behavior of controlling shareholders and actual controllers of listed companies, and earnestly safeguard the interests of all shareholders.

2. Extensive mobilization. It is necessary to strengthen contact and communication with the controlling shareholders and actual controllers, and urge them to regulate their own behaviors in accordance with the provisions of relevant laws, regulations and regulatory documents, and exercise the rights of investors in accordance with the law; organize directors, supervisors and senior management personnel to study carefully. Understand the spirit of the special activity documents, effectively grasp the various regulatory policies, and properly perform their duties.

Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors

July 22, 2014