TIANJIN ZHONG XIN PHARMACEUTICAL GROUP CORPORATION LIMITED (Company Registration No.: 120000000004711) (Incorporated in the People’s Republic of (the “PRC”))

Resolutions Passed at the 8th Board Meeting for FY2013

The board of directors of Tianjin Zhong Xin Pharmaceutical Group Corporation Limited (the “Board”) collectively and individually accept full responsibility for the accuracy of the information given in this announcement, and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, the facts stated in this announcement are fair and accurate in all material respects as at the date of this announcement, and that there are no material facts the omission of which would make any statement in this announcement misleading.

Tianjin Zhong Xin Pharmaceutical Group Corporation Limited (the “Company”) had on 26 August 2013 issued a notice of board meeting to its directors in respect of the 8th Board Meeting for FY2013, and the said board meeting was duly convened on 5 September 2013 and the following resolutions were discussed and passed by the full board of 9 directors.

The said meeting was convened in compliance with the applicable Companies law, Securities Law and the Memorandum & Articles of Association of the Company, and the following resolutions were passed:

(1) That, the initiation of the project of the proposed investment in Zhong Xin Pharmaceutical Industry Park (the “Project”) be approved (Please refer to Appendix 1 for the details of the Project); and

(2) That, the proposed appointment of Ruihua Certified Public Accountants as PRC auditors of the Company.

The above resolution No. 2 is subject to approval from the shareholders of the Company (the “Shareholders”).

Pursuant to the relevant requirements under the applicable Companies law, Securities Law and the Memorandum & Articles of Association of the Company, the Board proposes to convene an extraordinary general meeting (“EGM”) for Shareholders to consider and approve the above resolution No. 2. A notice convening the EGM of the Company will be dispatched to the Shareholders in due course.

By order of the Board 5 September 2013

Appendix 1

THE PROPOSED INVESTMENT IN ZHONG XIN PHARMACENTICAL BOZHOU INDUSTRY PARK

1. INTRODUCTION The Company intends to set up Zhong Xin Pharmaceutical Bozhou Industry Park (the “Project”). The Project has been approved at the 2nd Board Meeting on 28 March 2013 and announced on 30 March 2013. Following further progress, additional details of the Project have been submitted to the 8th Board Meeting for further approval.

2. DETAILS OF THE PROJECT

2.1 Name Tianjin Zhong Xin Bozhou Industry Park (the official name is subject to the registration)

2.2 Location Industry Park, Qiaocheng , Bozhou City, Province

2.3 Investment Amount RMB 200 million

2.4 Project Process

2.4.1 Land Purchase

The Company will purchase land in the Industry Park and then set up Tianjin Zhong Xin Pharmaceutical Bozhou Industry Park (the “Zhong Xin Bozhou Industry Park”).

2.4.2 Establishment of Tianjin Da Ren Tang (Bozhou) Chinese Medicine Yinpian Co., Ltd (the “Da Ren Tang Yinpian”) (the official name is subject to the business registration)

Da Ren Tang Yinpian, with a registered capital of up to RMB 30 million, is jointly founded by the Company, Anhui Jingquan Group Corporation Limited (the ”Anhui Jingquan”) and Tianjin Yuliang Investment Co., Ltd (the “Tianjin Yuliang”). The Company will invest RMB 18 million, representing 60% of the share capital in Da Ren Tang Yinpian and it has no interest relationship with Anhui Jingquan and Tianjin Yuliang.

2.4.3 Establishment of Tianjin Da Ren Tang (Bozhou) Pharmaceutical Co., Ltd (the “Da Ren Tang Pharmaceutical”) (the official name is subject to the business registration)

Da Ren Tang Pharmaceutical, with a registered capital of up to RMB 70 million, is jointly founded by the Company, Anhui Jingquan Group Corporation Limited and Tianjin Yuliang Investment Co., Ltd. The Company will invest RMB 42 million, representing 60% of the share capital in Da Ren Tang Pharmaceutical and it has no interest relationship with Anhui Jingquan and Tianjin Yuliang.

2.4.4 Business Scope

The business scope of Zhong Xin Bozhou Industry Park is: (a) production and sales of Chinese medicine patent prescriptions; (b) production and sales of herbal extracts; (c) production and sales of Chinese medicine (d) purchase of agricultural and derivative products; (e) production and sales of Chinese medicine Yinpian; and (f) production and sales of health care products.

3. DETAILS OF ZHONG XIN BOZHOU INDUSTRY PARK

Bozhou City is located in the northwest of Anhui Province and the junction of Jiangsu, Shandong, Henan and Anhui provinces. It is famous for being one of the four ancient Chinese medicine bases. Bozhou City has a Chinese medicine planting area of nearly 100 hectares, representing 10% of the planting area in the nation, and accounts for one third of the annual national production of Chinese medicine. It also accounts for one fourth of the annual national sales of Chinese medicine.

Qiaocheng District has long been reputed as the capital of Chinese medicine. It has the largest national "China (Bozhou) Chinese herbal medicine trade centre” and cultivates wild herbs of 171 species and 410 varieties. By setting up a herbal medicine business centre in Bozhou City, the Company can ensure a consistent supply of raw materials for manufacturing plant, and can expand its market reach as well.

4. RATIONALE FOR THE PROJECT

The directors of the Company are of the view that the Project is important for the Company’s development, for the following reasons:

4.1 Promote the Company's long-term development strategy

The Company is marching forward to its strategic target of being a pharmaceutical listed company with top-grade performance. To achieve this goal, it requires the company not only to adjust product structure, optimise marketing strategy, and enhance the management structure, but it also requires investment diversification and market expansion.

4.2 Promote the expansion of the Chinese medicine industry to guarantee the Company’s continued production

Zhong Xin Bozhou Industry Park can make full use of the geographical advantages of Bozhou City as the distribution centre of Chinese herbal medicine. With sufficient supply of herbs, the Company is able to further develop production, extraction and processing of Yinpian and play a positive role in the production of medicines.

4.3 Reduce the Company’s costs and enhance its market competitiveness

The favourable investment environment of Qiaocheng Industry Park can reduce the Company’s costs in land, labour and raw materials, which will enhance its market competitiveness and satisfy its investment requirements.

4.4 Optimise the Company’s industrial plan and achieve its overall development

The Company’s overall development strategy is to build industry parks in the north and south of the PRC. The Northern Industry Park, located in the Tianjin Development Zone, is known as a modern medicine centre. Equipped with sophisticated hardware, it focuses on technology research and innovation and aims to produce high value-added, high-end products. While the Southern Industry Park is planning to make use of cost advantage and focus on generic drugs production, herbal medicines storage and management. With the newly-built Zhong Xin Bozhou Industry Park, the Company would extend its industrial chains and further optimise its industrial plan.