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Independent opinion of independent directors of Jilin Zixin Pharmaceutical Co., Ltd. on connected transactions

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Jilin Zixin Pharmaceutical Co., Ltd.

Independent director's independent opinion on connected transactions

According to the China Securities Regulatory Commission's "Guiding Opinions on Establishing Independent Director System for Listed Companies", "Shenzhen Stock Exchange Listing Rules", "Shenzhen Stock Exchange SME Board Listed Companies Standard Operation Guidelines" and "Articles of Association" It is stipulated that as an independent director of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), the company and the company’s largest shareholder, Dunhua Kangping Investment Co., Ltd. (hereinafter referred to as “Kangping Company”), agreed to undertake the company’s book. Wild ginseng in stock issued independent opinions as follows:

1. The pricing of this connected transaction follows the principle of “fair, fair and fair” and there is no harm to the interests of the company and minority shareholders.

2. The related transaction between the company and Kangping Company can indeed enable the company to realize the sales of wild ginseng in a short period of time, realize the withdrawal of funds, avoid market risks, solve the problem of not finding a convincing market trading quotation system, and completely eliminate the company's non- The standard unqualified audit report involves the matter; the company uses the cost of wild ginseng purchase plus the holding cost of the period as the pricing basis, and there is no harm to the interests of the company and the minority shareholders of the company. When the board of directors reviewed the above proposal, the related directors avoided voting.

3. The company held the eleventh meeting of the fifth board of directors and fulfilled the review and confirmation procedures. The related transactions between the company and Kangping Company still need to be submitted to the 2013 Annual General Meeting of Shareholders for consideration and approval. After fulfilling the above decision-making procedures, we have no objection to the above-mentioned related party transactions of the company.

4. We will further urge the company to timely perform the necessary information disclosure and decision-making procedures in strict accordance with the relevant laws and regulations, and effectively protect the interests of the company and all shareholders of the company from damage.



Signature of Independent Director: Fu Wei   Li Fei   Wang Xu

February 24, 2014