COPYRIGHT© Jilin Zixin Pharmaceutical Industrial Co.,Ltd.

COPYRIGHT© 2018  吉林紫鑫药业股份有限公司

Announcement of Resolutions of the 18th Meeting of the Fifth Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd.

Page view
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.
 
Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as "the company") The 18th meeting of the 5th Board of Directors was held on September 3, 2014 by way of on-site voting. The meeting was notified by telephone, electronic on August 23, 2014. By mail, etc., the meeting should be attended by 7 directors, and the actual attendance of 7 directors. The company's supervisors attended the meeting. The convening of this meeting is in line with the relevant provisions of the Company Law and the Articles of Association. The convening procedures and voting results of this meeting are legal and valid. After careful consideration by the attending directors, 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: 6 votes in favor, 0 votes against, and 0 abstentions.
 
Ms. Zhong Guilan, one of the non-public offering of shares, is the mother of Mr. Guo Chunsheng, the actual controller of the company. Therefore, this proposal involves related party transactions, and related director Guo Chunlin abstained from voting on the proposal.
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 votes in favor, 0 votes against, and 0 abstentions.
 
Associate Director Guo Chunlin abstained from voting on the proposal.
 
This proposal still needs to be submitted to the company's shareholders meeting for approval and approval, and can be implemented after approval by the China Securities Regulatory Commission. The specific final approval of the China Securities Regulatory Commission shall prevail.
 
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: 6 votes in favor, 0 votes against, and 0 abstentions.
 
Associate Director Guo Chunlin evaded voting on the proposal
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
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: 6 votes in favor, 0 votes against, and 0 abstentions.
 
Associate Director Guo Chunlin evaded voting on the proposal
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
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 item “Deliberation on the signing of the joint-stock subscription contract with the conditions for the non-public issuance of the company”
 
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: 6 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: 6 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: 6 votes in favor, 0 votes against, and 0 abstentions.
 
4. The company and Ms. Zhong Guilan signed a conditional subscription agreement
 
Voting results: 6 votes in favor, 0 votes against, and 0 abstentions.
 
5. The company and Ms. Li Ziying signed a conditional subscription agreement
 
Voting results: 6 votes in favor, 0 votes against, and 0 abstentions.
 
6. The company and Ms. Guo Hua signed a conditional subscription agreement
 
Review results: 6 votes in favor, 0 votes against, 0 abstentions
 
Associate Director Guo Chunlin evaded voting on the proposal
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
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.
 
VI. The “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Non-public Issuance of Stocks to Specific Targets by the General Meeting”
 
According to the company's plan to non-publicly issue shares to specific targets, to legally and efficiently complete the company's non-public offering of shares, in accordance with the "Company Law of the People's Republic of China", "The Securities Law of the People's Republic of China" and the China Securities Regulatory Commission. The Measures for the Administration of Securities Issuance of Listed Companies, the Detailed Rules for the Implementation of Non-public Issuance of Stocks by Listed Companies, and the Relevant Provisions of Laws, Regulations, Regulatory Documents and the Articles of Association, the Board of Directors specially invites the shareholders' meeting of the company to grant full powers to the board of directors. Permission to publicly issue all matters related to the stock, the rights requested to be granted include but are not limited to:
 
1. To authorize the board of directors to formulate and implement specific plans for the non-public offering of shares according to specific conditions, including but not limited to the timing of issuance, the number of issuances, the date of issue, the issue price, and the choice of issue objects;
 
2. Authorize the board of directors to decide and hire an intermediary agency to participate in this non-public offering of shares;
 
3. Authorize the board of directors to handle the non-public issuance declaration;
 
4. To authorize the board of directors to adjust the non-public offering plan when national laws, regulations, rules and other regulatory documents and securities regulatory authorities change the non-public offering of stock policies or changes in market conditions;
 
5. To authorize the board of directors to handle the registration, custody, lock-in and listing procedures and related matters of the non-public offering of shares in the Shenzhen Stock Exchange and the securities registration and settlement institution after the completion of the non-public offering of shares;
 
6. To authorize the board of directors to handle other matters related to this non-public offering of shares and share subscription;
 
7. To authorize the board of directors to amend the articles of association regarding the registered capital and the total number of shares in accordance with the results of this non-public offering of shares;
 
8. Authorize the board of directors to go through the formalities for registration of industrial and commercial registration in accordance with the results of this actual non-public offering;
 
9. Authorize the board of directors to sign all agreements and documents related to this issue;
 
10. Authorize the board of directors to handle other matters related to this non-public offering;
 
11. This authorization is valid for 12 months from the date of approval by the general meeting of shareholders.
 
Voting results: 6 votes in favor, 0 votes against, and 0 abstentions.
 
Associate Director Guo Chunlin evaded voting on the proposal
 
This proposal still needs to be submitted to the company's shareholders meeting for consideration.
 
VII. Review and approve the Proposal on the Report on the Use of the Previously Raised Funds of the Company
 
Agree to the "Proposal on the Report on the Use of the Funds Raised by the Company".
 
Voting results: 7 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.
 
VIII. Adoption 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: 6 votes in favor, 0 votes against, and 0 abstentions.
 
Associate Director Guo Chunlin abstained from voting on the proposal.
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
Nine, through the "Company's dividend return plan for 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: 7 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”.
 
X. Adoption of the Proposal on Amending the <Articles of Association>
 
Agree to approve the "Proposal on Amending the Articles of Association".
 
Voting results: 7 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 Articles of Association amendment and the company's articles of association published by the company on the designated information disclosure media and http://www.cninfo.com.cn.
 
XI. Adoption of the Proposal on the First Phase of the Construction Project of the Pharmaceutical Industrial Park of the Company
 
Agree to pass the "Proposal on the First Phase of the Construction Project of the Pharmaceutical Industry Park of the Company".
 
Voting results: 7 votes in favor, 0 votes against, and 0 abstentions.
 
In view of the fact that the proprietary Chinese medicines produced by the company are mainly prescription drugs, and a considerable number of products are listed in the national essential medicines list, the Ministry of Health promulgated a new edition of the National Essential Drugs List in 2012, actively promoting the use of basic medicines throughout the country, and stipulating various types of medical treatments at various levels. The proportion of the use of base drugs in health institutions has brought tremendous opportunities for the growth of the company's proprietary Chinese medicine business. At present, the production capacity of the company's Liuhe plant area has been unable to meet the company's rapid development. Therefore, the company plans to build a pharmaceutical industrial park construction project, as follows:
 
Project Name: Phase I Project of Jilin Zixin Pharmaceutical Co., Ltd. Pharmaceutical Industrial Park Construction Project
 
Proposed location: Liuhe County Economic Development Zone, Jilin Province
 
The total investment of the project is 570,132,600 yuan, of which construction investment and construction period loan interest is 467,133,600 yuan, and working capital is 10,300,000 yuan. Among them: bank loans amounted to RMB 255,000, and enterprises raised RMB 32,021,360.
 
This proposal still needs to be submitted to the shareholders meeting for consideration.
 
XII. Adopted the “Proposal on Convening the Third Extraordinary General Meeting of 2014”.
 
It was agreed to hold the company's 2014 third extraordinary shareholders meeting on September 19, 2014 in the form of a combination of on-site voting and online voting.
 
Voting results: 7 votes in favor, 0 votes against, and 0 abstentions.
 
For details, please refer to the “Notice of the Company on Holding the Third Extraordinary General Meeting of 2014” published by the company 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