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Shanxi Asia-Pharmaceutical Group Co., Ltd. – Information Centre – Finance

Posted on Jun-04-2008· by china investor

Securities Code: 600351 Stock code: Asia-industry code: 2008 – Council on the 13th

Shanxi Asia-Pharmaceutical Group Co., Ltd.

22 of the third meeting of the Board resolution

Notice and the convening of the 2007 annual shareholder meeting notice

Board of Directors of the Company and all the members of the contents of the notice true, accurate and complete, the notice of false records, misleading statements or major omissions are jointly and severally liable.

Shanxi Pharmaceutical Group Co., Ltd. Asia-third in the 22nd meeting of the Board of Trustees on June 3, 2008 in Fenglingdu Development Zone Company headquarters conference room held, the meeting should go to directors of 11 people, is the director of 11 , In line with the "Company Law" and "Articles of Association" the relevant provisions. Supervisors of the Company and some executives attended the meeting as observers. , Chairman of the meeting by Mr. Ren Wuxian chair, the meeting considered and adopted by consensus without a vote the following resolution:

First, consider the adoption of changes to registered capital of the company's motion;

Due to the successful issuance of RMB 2511.3 million shares of common stock, the registered capital of the company from 133.125 million yuan change to 158.238 million yuan.

Second, to consider the adoption of the motion to amend the articles of incorporation;

Company in accordance with the relevant laws and regulations combined with the practical, it is proposed to the company's constitution to do the following modifications:

1, the original "Article 6 of companies registered capital of 133.125 million yuan."

Amended to read: "Article 6 of companies registered capital of 158.238 million yuan."

2, the original "Article 13 of the company registration office of Shanxi Administration of Industry and Commerce approved, the company business scope is: the production and sale of pharmaceutical raw materials, small volume injection, tablets, hard capsules, granules, tea agent, Oral Solution , Ointment, health supplies, sanitation materials, pharmaceutical packaging materials, plastic products; Chinese herbal medicine processing plant; operating the business of production for export products business, management of the enterprise for production of raw and auxiliary materials, instruments, machinery equipment, Spare parts and technology import and export business (national limited company and the state ban on the export of goods and technologies); feed processing operation and the "three to fill a" business; production of transdermal (based on registration with the Trade and Industry) . "

Amended to "Article 13 of the legally registered, the company operating range: the production and sale of pharmaceutical raw materials, small volume injection (with anticancer drugs), freeze-dried powder (containing anticancer drugs), opiates (including external), the hard capsules , Soft capsules, granules, tea agent, oral solution, ointment, psychotropic substances (chlorine nitrogen Zhuo, Diazepam tablets), transdermal, Babu preparation, health supplies, medical equipment, feed additives, health materials , Pharmaceutical packaging materials, plastic products, daily cosmetics, chemical products (except for dangerous goods). Cultivation of Chinese medicinal materials processing. Medicine in the research and development. Medical information consulting services and technology transfer. Enterprises operating in this production for the export business ; Operation of the enterprise for production of raw and auxiliary materials, instruments, machinery equipment, spare parts and technology import business (national limited company and the state ban on the export of goods and technologies); feed processing operation and the "three to one – "Business. (Companies operating in the scope of laws and regulations subject to the approval of the project, in accordance with the law should be approved, the actual scope of business to business registration, whichever is)."

3, the original "Article 19 of the company a total of 133.125 million shares, the company's capital structure: 13312.5 million shares of common stock."

Amended to "Article 19 of the company a total of 158.238 million shares, the company's capital structure: 15823.8 million shares of common stock."

4, the original "Article 28 of the sponsors of the holders of the shares of the Company since the date of the establishment of the company within one year shall not be transferable. Public offering of shares before the company issued the shares, since stock is listed on stock transactions in the day 1 During the year shall not be transferable.

Company directors, supervisors, senior management should be to declare the company held by the company's shares and their changes over time, the incumbents during the annual transfer of the shares they hold no more than the total number of shares of the Company's 25% held by the company since the shares of the Company Listed on the stock on the date of one year shall not be transferable. After the departure of six months, it shall not transfer the holders of the shares of the Company. "

Amended to "Article 28 of the sponsors of the holders of the shares of the Company since the date of the establishment of the company within one year shall not be transferable. Public offering of shares in the company before the shares issued, since the shares listed on stock transactions from the date of one year. Shall not be transferable.

State laws and regulations of the shareholders and Dong, supervisors, senior management of the transfer of the shares of the Company are the latest requirements, from its provisions. "

5, the original "Article 43 is one of the following cases, in fact from the day when two of shareholders held within the General Assembly:

(A) the number of directors less than the "Company Law" provisions of the statute or by the number of 2 / 3; "

Amended to "Article 43 is one of the following cases, in fact from the day when two of shareholders held within the General Assembly:

(A) the number of directors less than the number set by the statute of the 2 / 3; "

6, the original "Article 67 shareholders meeting presided over by the chairman. Chairman unable to perform his functions or not to perform his functions, from vice chairman of the board (the two companies have two or more vice chairman of the board, from more than half of the directors nominated jointly Vice chair), Chairman, vice chairman of the board is unable to perform their duties or do not fulfil their duties, the directors shared by more than half of one of the directors elected chair "

Amended to "Article 67 shareholders meeting presided over by the chairman. Chairman unable to perform his functions or not to perform his functions, chaired by the vice chairman, vice chairman of the board is unable to perform their duties or do not fulfil their duties, by more than half of the directors elected a common Directors chair. "

7, the original "99 directors of two consecutive failed to personally attend, nor commissioned by the other directors to attend meetings of the Board and deemed unable to perform duties, the Board should recommend to shareholders of the General Assembly to be replaced."

Amended to "99 directors of two consecutive failed to personally attend, nor commissioned by the other directors to attend meetings of the Board and deemed unable to perform duties, the Board should recommend to shareholders of the General Assembly to be replaced.

By holders of more than 3% stake in the company's shareholders nomination and election of directors, during his term of office, his nomination by the shareholders of the company shares shall not be less than 3 percent for companies to expand their lead to the nomination of equity shares held by shareholders less than 3 percent, Its shareholders not to nominate the reduction of the shares held by the company, otherwise the board the right to be brought to the general meeting of shareholders to replace the directors nominated by the shareholders. "

8, the original "Article 106 of the Board of Trustees from 11 directors, one for chairman, vice chairman of the board 2. Board members of the staff representatives of a people."

Amended to "Article 106 by the board of directors composed of nine directors, the chairman of an established, vice chairman of the board one. Members of the Board of Directors on behalf of two employees."

9, in the original article 110, "the board decided the company accounted for the most recent audited net assets below 50 percent or 50 million yuan in the absolute amount of foreign investment following the acquisition sale of assets, asset-backed, trust management; decision in the amount of 30 million yuan of the company or the most recent audited net assets of five percent below the absolute value of the transactions. "

Amended to "the board decided the company accounted for the most recent audited net assets of less than 25% of foreign investment, acquisition, sale of assets, asset-backed, trust management; decision of the companies most recent audited net assets of five percent below the absolute value of the transactions . "

10, the original "111, chairman of the board of directors established one, the vice chairman of the board two. Chairman and vice chairman of the board of directors by the board of directors to a majority of all elected."

Amended to "Article 111, chairman of the board for one person, one vice chairman. Chairman and vice chairman of the board of directors by the board of directors to a majority of all elected."

11, the original "Article 113 of the company chairman, vice chairman of assistance, chairman unable to perform his functions or do not fulfil their duties, the vice chairman of the board from performing their duties (the two companies have two or more vice chairman of the board, from More than half of the elected co-vice chairman of the board of directors performing their duties), vice chairman of the board is unable to perform duties or failure to perform duties from more than half of one of the directors nominated jointly carry out its duties. "

Amended to "Article 113 of the company chairman, vice chairman of assistance, chairman unable to perform his functions or do not fulfil their duties, the vice chairman of the board from performing their duties, the vice chairman of the board is unable to perform their duties or do not fulfil their duties, by more than half of directors One of the directors nominated jointly carry out its duties. "

12, the original Article 124 of the terms "company deputy general manager of five, the appointment or dismissal by the board of directors."

Amended to "work according to company vice president needs a 3-6, and the appointment or dismissal by the board of directors."

13, the original ? 143rd in terms of the "company board of supervisors. By the board of supervisors composed of five supervisors, the board of supervisors established a President, Vice-Chairman 1. Chairman and Vice-Chairman of the board of supervisors by a majority of the board of supervisors election. Chairman of the board of supervisors meeting and Chaired the board of supervisors meeting; Board of Supervisors President is unable to perform their duties or do not fulfil their duties, by the vice chairman of the board of supervisors to convene and chair the board of supervisors meeting; vice chairman of the board of supervisors is unable to perform their duties or do not fulfil their duties, by more than half of Supervisors elected a board of supervisors jointly convened and chaired the board of supervisors meeting. "

Amended to "company board of supervisors. By the board of supervisors composed of three supervisors, Chairman of the board of supervisors established one. Chaired by the board of supervisors elected by a majority of the board of supervisors. Chairman of the board of supervisors to convene and chair the board of supervisors meeting; Board of Supervisors President is unable to perform their duties or do not fulfil their duties, More than half of Supervisors elected a board of supervisors jointly convened and chaired the board of supervisors meeting. "

Third, to consider the adoption of amendments to the motion system of independent directors;

See the Shanghai Stock Exchange Web site (www.sse.com.cn).

4, to consider the adoption of additional fund-raising account for the motion;

Agreed in the original fund-raising special account (three terms of 17 considered by the Board of Trustees) on the basis of an additional fund-raising special account as follows:

Everbright Bank of China Beijing Branch of Changhong Qiao: 35200188000066890.

5, to consider the adoption of the Beijing Asia-Bio-Pharmaceutical Co., Ltd. replenishment of the motion;

The company agreed to Beijing Asia-Bio-Pharmaceutical Co., Ltd. replenishment of 70 million yuan, the replenishment is completed, Beijing Asia-Bio-Pharmaceutical Co., Ltd. registered capital of 80 million yuan, a wholly owned subsidiary.

6, considered by the Board of Trustees general election on the motion;

After the third board of directors of the Company on May 26, 2005 at the 2004 annual general meeting of shareholders elected for a term of three years, is now the expiration of the term, according to company law and the relevant provisions of the articles of incorporation, should be changed, with the relevant staff representation Eligible for review, the nomination of Wu Xian, Bo Shao-wei, Liu Chongxing, Yue Lihua, Feng Chen, Zhang Cheng, Liu Junyan, Zhao Henglin for the company board of directors of the fourth candidate, Feng Chen, Zhang Cheng , Liu Junyan, Zhao Henglin as an independent director candidates. The fourth candidate to be submitted to the Board of Directors of the firm's 2007 annual general meeting of shareholders for adoption. Independent director candidates to be audited on the Shanghai Stock Exchange no objection to the company before the 2007 annual general meeting of shareholders to consider.

(Director of curriculum vitae of the candidate see annex II)

More than 1, 2, 3, 6, 2007 motion required the company to submit annual general meeting of shareholders for adoption.

7, examined and adopted on the convening of the company's 2007 annual shareholder meeting motion.

(A) held a meeting basic conditions

1, convener of the meeting: Shanxi Asia-Pharmaceutical Group Co., Ltd. Board of Directors

2, the meeting: June 26, 2008 9:30 am

3, the meeting place:

Shanxi Asia-Pharmaceutical Group Co., Ltd. Headquarters Conference Room (in Shanxi Province Industrial Road Fenglingdu Economic Development Zone 1).

4, the meeting: The general meeting of shareholders to vote the way the scene to take hold.

(B) the consideration of matters

1, considered the "2007 annual report on the work of the Board of Trustees";

2, considered the "2007 Annual report on the work of the board of supervisors";

3, considered the "2007 annual financial report of the accounts";

4, to consider "profit distribution plans for the year 2007";

5, considered the "2007 annual report and summary";

6, considered "on the renewal of the letter and is the company's financial-based accounting firm audit the motion";

7, to consider "on the changes registered capital of the company's motion";

8, to consider "the motion on amending the charter company";

9, considered "independent director system of work on the revision of the motion";

10, considered the "general election on the Board of motion";

11, considered the "general election of the board of supervisors on the motion";

More than 1, 3, 4, 5, 6 motion by the three companies considered by the Board of Trustees 20; second motion by the three companies considered by the board of supervisors, 10; 7, 8, 9, 10 motion by the company Three of the 22 board of directors for consideration and approval; 11st motion by the three companies considered by the board of supervisors 12.

1,2008 in the afternoon of June 20 after the end of trading, the China Securities Clearing Company Limited Shanghai Branch registered to attend the meeting and for the registration of all the shareholders of the company, shareholders can Representative Is Appointed attended the meeting and participate in the voting.

2, none of the directors, supervisors and senior managers and lawyers to witness.

(D) of the registration

1, registration: June 25, 2008 9:00-16:00

2, registration: corporate shareholders shareholders account card holders, the legal representative power of attorney, copies of business licenses (legal entities stamping its official seal) and identity cards to register people to attend; individual shareholders holding shareholder accounts cards, identity cards for himself Registration; Representative Is Appointed holding my ID card, authorized power of attorney (Annex 1), client identity, principal shareholder of the registration card account; remote shareholders may be a letter or fax to register (to attend the meeting should be submitted to the above Original proof).

3, registration sites: Shanxi Asia-Pharmaceutical Group Co., Ltd. securities.

(5) business address and contact information

Address: Shanxi Province Fenglingdu Economic Development Zone Industrial Avenue on the 1st

Zip Code: 044602

Contact: Yang Kang

Tel :0359-3388071

Fax :0359-3388076

(6) other matters: duration of the day, the participating shareholders own transportation and room and board.

It is hereby announced

Shanxi Asia-Pharmaceutical Group Co., Ltd. Board of Directors

Second OO June 4 2008

Annex 1:

Authorized power of attorney

It is commissioned by the President (President) I attended on behalf of Shanxi Asia-Pharmaceutical Group Co., Ltd. 2007 annual general meeting of shareholders, and took the exercise of the right to vote of the full motion (if only on the authority of the motion please specify).

Trustor (signature): Trustee (Signed):

Client ID number: identity of the trustees:

Trustor stake: principal shareholder account:

Authorized Date:

Note: 1, the clients for corporate shareholders, legal entities should be stamping its official seal.

2, power of attorney newspaper clippings, copies of the format or self-made are valid.

Annex II:

First, director of curriculum vitae of the candidate:

Ren Wu Xian, male, 48 years old, postgraduates and senior engineer. National model workers, deputies of Shanxi Province. Pharmaceutical factory in Shanxi Province Ruicheng former chief of technology, technical deputy director, chief engineer and director; first session of the Board of the Company board chairman and general manager, the second Chairman of the Board. The current chairman, the party secretary.

Bo Siu-wai, male, 54 years old, college educated, registered accountants, certified public valuer, China registered cost engineer. A former state-owned industries in Datong City Accounting Office chief of the audit, the second audit by the Datong City, the Datong-chi, director of Friends of audit firms, economic development and investment companies in Shanxi Province, deputy chief accountant, the Company Board of Directors of the second session. Shanxi Province, currently vice president of economic development and investment companies; General Accountants Association of Shanxi Province, vice president; directors of the Company.

Liu Chongxing, male, 59 years old, college educated, researchers. A former NASA technician of the 062 bases 7102, and deputy director of the Shanxi Association for Science and Technology Information Centre deputy director of cadres, the first session of the Company, the second Vice Chairman of the Board. Current technology in Shanxi Province Development Corporation deputy general manager of the Fund, the secretary, vice chairman of the Company, also served as the Chinese Association and vice president of technology venture, the China Science and Technology Association for the Promotion of financial executive director of Fudan University, China Venture Capital Research Center researcher, is enjoying State Department experts and special allowances linked to the Shanxi Provincial Committee of high-level experts.

Yue Lihua, female, 55 years old, college educated, a senior economist. Former Taiyuan Iron and Steel company researcher at the Institute of Economic Research; Shanxi Province Economic and Trade Commission, Section officer, Deputy Commissioner; first session of the Company, the second session of the Board of Directors; Shanxi first three-dimensional, the second board of directors. Shanxi Province, the current trade and economic asset management limited liability company vice president, the vice chairman of the company; Shanxi Yuci Hydraulic Co., Ltd. directors.

Second, the independent directors of curriculum vitae of the candidate:

Feng Chen, male, 59 years old, college educated. Long engaged in economic management and economic research, had participated in the preparation of the "Industrial Economics and Management (teaching)", "China's industrial economic management", "China's industrial economic structure" and "political economics:" monographs, in "Chinese enterprises reported "A number of domestic financial newspaper published an article dozens category, as in the oil group, and so many large enterprises to co-ordinate the strategic management seminars and research, appointed by the Beijing Olympic Organizing Committee 2008 Olympic planning assessment experts.

The industrial economy was Chinese Academy of Social Sciences researcher at the Institute of attachment, the Beijing Arts and Crafts services manager, Party Branch secretary of the Beijing Arts and Crafts Assistant General Manager, director of the Institute of Tourism in Beijing, Hainan Airport Corp. Board of Directors Secretary-General, China Social Survey by the deputy director of the National Women's Federation, "the Chinese economic success of the World Expo" preparatory group responsible person. China's current development strategy study will be director of the Center for Strategic Management Consulting, Jinling Hotel Corporation of independent directors, Alcoa Aluminum Co., Ltd., Jiangsu often independent directors.

Zhao Henglin, male, 61 years old, college educated, senior engineer. Has presided over the formulation of the "August 5," the pharmaceutical industry enterprise management planning; modern enterprise management framework; pharmaceutical industry-standard large-scale industrial planning; organized for the pharmaceutical industry one, two enterprises to be; organization has prepared more than 200 million characters of "Pharmaceutical Enterprises Introduction of modern management ", the ministerial level of outstanding books second prize. Involved in securities by the State Council Office, the Commission for Restructuring the Economy, Planning Commission, the Economic Commission chaired by the pilot joint-stock enterprises relevant to the work of theory, policy research and development, and organized the formulation of the pharmaceutical industry shares the pilot enterprises related industrial policies and establishing a modern enterprise system Pilot programme in the pharmaceutical industry as a national joint-stock transformation of the first batch of pilot enterprises sector, the pharmaceutical industry enterprises organize and implement domestic A-share market 18 companies listed on the stock; outside Hong Kong, Singapore two companies listed on the stock. As the industry during the period from the departments in charge of policy formulation, submitted for approval. Intermediaries election trial, the stock market and so on, presided over the whole work. Organization of the medicines, medical equipment system of declaration of state bond projects, the project proposal was made by the State Council for approval through a five-year total investment of 8.8 billion yuan project, and organized a nationwide audit and implementation. Former director of the Ministry of Health Medical Devices Authority Section officer, technicians, in the State Pharmaceutical Administration Bureau offices, enterprises and the market Management Division, General Secretary for Economic Services, policies and regulations served as Deputy Director of Secretary, Director, Deputy Director of the State Food and Drug Supervision Drug Certification Authority management centre deputy director (deputy secretaries), the State Food and Drug Administration's Office (Planning Division of Finance) Deputy Ombudsman (Deputy Secretary). Of the China Association executive director of the medical equipment, China Brand Strategy Promotion Committee of the Beijing Listed Companies Association Deputy Secretary-General.

Zhang Cheng, male, 63 years old, college educated, senior engineer. Former Red Star Machinery Changfuchangzhang Yangquan in Shanxi Province, Yangquan City Chief of Science and Technology Commission, Yangquan City director of the Institute of Applied Technology, head of Yangquan City suburb, the regional party committee secretary, member of the Standing Committee of Yangquan city, Deputy Mayor, Deputy Economic and Trade Commission in Shanxi Province Director, deputy secretary of the Party Group, in Shanxi Province Economic and Trade Commission, and party branch secretary of the Shanxi Province People's Congress Standing Committee, Legislative Committee chairman. Shanxi technological transformation of the current president of the Association, promote Shanxi old vice president, Shanxi professional managers, vice president of the Association, the Association of Shanxi, vice president of legal construction, Shanxi University of Finance and Economics Professor, Tsinghua University Alumni Association, vice president of the Shanxi branch.

Liu Junyan, male, 42 years old, Dr. Management (accounting direction). Main research directions: enterprise financial management, financial accounting, securities investment, capital markets, corporate governance, financial analysis, budgeting, accounting and other non-profit organizations. Representatives of major works: "financial management" and "accounting basis", "Government and the institutions of accounting", "research institutions accounting theory", "On the financial management mechanism," "fund-raising management." Major research projects: 1997 State Science and Technology Commission issues "budget accounting reform", in 1999 the PLA General Logistics Department issues, "the military hospital accounting systems and regulations," 2003 National Social Science Fund topic "based on the interests of the controlling shareholders of listed companies in China equity research ", In 2004 the Ministry of Finance issues" Government Accounting Standards research. " In the accounting of the Chinese People's University to teach; Chinese People's University School of Business accounting department to teach. Of the China People's University Business School Associate Professor of the Department of Accounting, Inc. in the home buyers of independent directors.

Annex 3:

Shanxi Asia-Pharmaceutical Group Co., Ltd.

Independent director nominees statement

Shanxi nominees Asia-Pharmaceutical Group Co., Ltd. Board of Directors on the nomination Feng Chen, Zhang Cheng, Liu Junyan, Zhao Henglin for the Shanxi-the fourth-Pharmaceutical Group Co., Ltd. board of directors independent candidate issued a public statement, Nominees with the Shanxi-Asia Group Co., Ltd. between medicine and there is no impact on the independence of the nominees, specifically the following statement:

The nomination was fully aware of the nominees occupation, education, job title, detailed work experience, all part-time and other circumstances of the (nominees detailed curriculum vitae see Annex), who has been nominated as written consent of the Shanxi-medicine Industry Group Co., Ltd. fourth independent board of directors candidates (with: an independent director candidates statement), the nominee that the nominees

1, in accordance with laws, administrative regulations and other relevant regulations, as have the qualifications of the directors of listed companies;

Second, with Shanxi Pharmaceutical Group Co., Ltd.-Asia provisions of the charter service;

Third, with the China Securities Regulatory Commission "in a listed company on the establishment of an independent director system of guidance on" the independence required by:

1, the nominees and their immediate families, mainly social relations are not in Shanxi Asia-Pharmaceutical Group Co., Ltd. and its affiliates serve;

2, the nominees and their immediate families are not direct or indirect holders of the listed companies have issued shares of 1 percent of the shareholders, nor is it the top ten shareholders of listed companies;

3, the nominees and their immediate families are not directly or indirectly, holders of the issued shares of listed companies has more than 5 percent of the units as shareholders, not in the top five shareholders of listed companies as units;

4, was nominated in the last year is not included in the above three cases;

5, the nominees are not the listed company and its subsidiaries provide financial, legal, management consulting, technology and consulting service personnel.

4, including Shanxi Asia-Pharmaceutical Group Co., Ltd., the nominees of independent directors who number of listed companies not more than five.

The nominees ensure that the above statement true, complete and accurate, there are no false statements or misleading, the nominees fully understand the making of false statements may result in consequence.

Nominations: Shanxi Asia-Pharmaceutical Group Co., Ltd. Board of Directors

June 3, 2008 in Ruicheng

Shanxi Asia-Pharmaceutical Group Co., Ltd.

Independent director candidates statement

Statements were Feng Chen, as Shanxi Pharmaceutical Group Co., Ltd. Asia-fourth independent board of directors candidates, is now a public statement and I Shanxi Asia-Pharmaceutical Group Co., Ltd. in between I was elected during the company's independent directors do not guarantee I have any impact on the independence of the relationship between the specific issue the following statement:

I, I and my immediate family members, the main social relations is not the company or its subsidiaries serve;

Second, I and my immediate family members have no direct or indirect holders of the company's issued shares of 1 per cent or more;

Third, I and my immediate family members instead of the top ten shareholders of the company;

4, I and my immediate family members are not directly or indirectly, holders of the company's issued shares of 5% or 5% of the units as shareholders;

5, I and my immediate family members are not shareholders of the company's top five office units;

6, I do not have the last year before the five cases cited by;

7, I did not the company or its subsidiary companies to provide financial, legal, management consulting, technology and consulting service;

8, I am not from the listed company and its major shareholders or interested agencies and an additional staff, has not been disclosed to other interests;

9, I meet the requirements of the company's charter service conditions.

In addition, including Shanxi Asia-Pharmaceutical Group Co., Ltd., I independent directors who number of listed companies not more than five.

I am fully aware of the duties of independent directors to ensure that the above statement true, complete and accurate, there are no false statements or misleading, I fully understand that making false statements may result in consequences. Shanghai Stock Exchange could be the basis of this statement I confirm the qualifications and independence. I am in the company as an independent director, will comply with the China Securities Regulatory Commission issued rules and regulations, regulations, and the Shanghai Stock Exchange notified the requirements of business rules and accept the supervision of the Shanghai Stock Exchange, to ensure that sufficient time and energy to perform their duties and make an independent Judging from the major shareholder of the company, the actual control or other companies with existing interests of the unit or individual impact.

Statement: Feng Chen

May 29, 2008 in Ruicheng

Shanxi Asia-Pharmaceutical Group Co., Ltd.

Independent director candidates statement

Zhang Cheng statement people, as Shanxi Pharmaceutical Group Co., Ltd. Asia-fourth independent board of directors candidates, is now a public statement and I Shanxi Asia-Pharmaceutical Group Co., Ltd. in between I was elected during the company's independent directors do not guarantee I have any impact on the independence of the relationship between the specific issue the following statement:

I, I and my immediate family members, the main social relations is not the company or its subsidiary companies serve;

Second, I and my immediate family members have no direct or indirect holders of the company's issued shares of 1 per cent or more;

Third, I and my immediate family members instead of the top ten shareholders of the company;

4, I and my immediate family members are not directly or indirectly, holders of the company's issued shares of 5% or 5% of the units as shareholders;

5, I and my immediate family members are not shareholders of the company's top five office units;

6, I do not have the last year before the five cases cited by;

7, I did not the company or its subsidiary companies to provide financial, legal, management consulting, technology and consulting service;

8, I am not from the listed company and its major shareholders or interested agencies and an additional staff, has not been disclosed other interests;

9, I meet the requirements of the company's charter service conditions.

In addition, including Shanxi Asia-Pharmaceutical Group Co., Ltd., I independent directors who number of listed companies not more than five.

I am fully aware of the duties of independent directors to ensure that the above statement true, complete and accurate, there are no false statements or misleading, I fully understand that making false statements may result in consequences. Shanghai Stock Exchange could be the basis of this statement I confirm the qualifications and independence. I serve as the company's independent directors, will comply with the China Securities Regulatory Commission issued rules and regulations, regulations, and the Shanghai Stock Exchange notified the requirements of business rules and accept the supervision of the Shanghai Stock Exchange, to ensure that sufficient time and energy to perform their duties and make an independent Judging from the major shareholder of the company, the actual control or other companies with existing interests of the unit or individual impact.

Statement: Zhang Cheng

June 2, 2008 in Ruicheng

Shanxi Asia-Pharmaceutical Group Co., Ltd.

Independent director candidates statement

Statements were Liu Junyan, as Shanxi Pharmaceutical Group Co., Ltd. Asia-fourth independent board of directors candidates, is now a public statement and I Shanxi Asia-Pharmaceutical Group Co., Ltd. in between I was elected during the company's independent directors do not guarantee I have any impact on the independence of the relationship between the specific issue the following statement: