SOUTHWEST SYNTHETIC PHARMACEUTICAL CO.LTD (000788)

Independent Directors Remark on Private Placement

The independent directors issued the following remarks on a certain private placement, in compliance with the Guidance Opinions regarding the Establishment of the System of Independent Directors, the Administrative Measures for Significant Asset Restructuring of Listed Companies, the Several Issues Concerning the Regulation of Significant Asset Restructuring of Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange, and other relevant regulations:

1. The transaction will improve upon the quality and profitability of the company and benefit the company in the long-term.
2. The voting procedures for the transaction are lawful and valid. The transaction will have no adverse effect upon the company's interests or the interests of relevant shareholders.
3. The pricing in the transaction is fair and reasonable.
4. The independent directors have approved a draft of the Significant Asset Restructuring or Related-party Transaction.

Independent Directors
28 Oct 2008


Source: Securities Times

Date: 4 Nov 2008

CN01/FL/JL/JE/KM


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