The surprising indemnity
amount held to be jointly borne by the directors of Kangmei
Pharmaceutical due to the company’s securities misrepresentation has
caused widespread concerns and heated discussions in the market. In the
attached Chinese memorandum, we have briefly introduced directors’ primary
fiduciary duties and their risks and liabilities related to discharge of such
duties under applicable PRC laws and relevant administrative and judicial
cases. We have also tried to provide some practical suggestions on how to best
manage the relevant risks for your general reference. (Full text in Chinese
only)