The resolution of the board of directors refers to the resolutions of the board of directors on matters considered by the board of directors, voted by the procedures stipulated by law or bylaws, and is the embodiment of the collective will of the board of directors.

    The company's board of directors resolution announcement template one:

    The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint responsibility for the truthfulness, accuracy and completeness of the contents.

I. Meeting of the board of directors

      (1) The convening and convening of this board meeting is in compliance with relevant laws, regulations and the relevant provisions of the company's "Articles of Association".

      (II) On February 23, 2017, the company issued a notice of the board meeting by fax, e-mail and personal delivery.

      (III) On February 28, 2017, the board meeting was held by way of voting by correspondence.

      (4) The company has eight existing directors and eight directors who voted.

Second, the deliberation of the board meeting

     1. Proposal on foreign investment of subsidiaries

   After deliberation and voting, the board of directors passed the “Proposal on Foreign Investment of Subsidiaries”.

   Voting results: 8 votes in favor, 0 votes against, and 0 abstentions.

   For details, please refer to the Announcement on Foreign Investment of Subsidiaries (Pro 2017-003)

   The independent directors of the company issued independent opinions on the investment matters, and held that: (1) The voting procedures of the company's review of the “Proposal on Subsidiary Foreign Investment” are in compliance with relevant laws, regulations and the company's “Articles of Association”, and the decision-making procedure is legal and effective. The transaction follows the principles of fairness, openness, and fairness. The pricing is fair and reasonable, and there is no harm to the interests of the company and shareholders. (2) The parties to the transaction jointly entrusted the Beijing North Asia Assets Appraisal Firm with the qualification of securities to evaluate the investment targets and issued the “Assessment Report” (North Asia Appraisal [2016] No. 01-610). It is considered that the selection process of the asset appraisal agency is legal, and the appraisal organization's ability to meet the requirements of this assessment work is independent. (3) The relevant information on the above-mentioned foreign investment matters is fully prepared, and the management of the company has communicated effectively with us. We believe that the foreign investment matters are in line with the company's development strategy, which is conducive to expanding the scale of the company's pharmaceutical industry and enhancing the company's sustainable development capability and competitiveness, and ensuring the healthy and stable development of the company. (4) We agree that the company will sign an agreement with the counterparty on this foreign investment.

   2. The proposal on the authorization of the chairman of the board of directors In view of the fact that the foreign investment of xx pharmaceutical industry will be carried out in four phases, the time span is long, and the subsequent investment is closely related to the progress of product development and the operation of the target company, especially the first The investment prices of the third and fourth periods will also be negotiated and determined by the assessment results at that time. In order to ensure the implementation of this investment, the Board of Directors is requested to authorize the Chairman to organize the implementation of the investment, and to handle all matters related to the investment, including but not limited to: representing the company in order to implement the investment project (including xx Pharmaceuticals) ) signing contracts, agreements and other relevant documents, deciding whether to conduct late investment after the occurrence of the abnormalities agreed in the Agreement; determining the investment prices of the third and fourth periods; and deciding other late-stage companies agreed in the Agreement Decision making matters.

   After deliberation and voting, the board of directors passed the "Proposal on Authorization of the Chairman of the Board of Directors".

   Voting results: 8 votes in favor, 0 votes against, and 0 abstentions.

   Special announcement. Zhejiang xx Group Co., Ltd. Board of Directors February 28, 2017