Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2016-024
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the
3rd
Meeting
of the
7th
Board of Directors
Important:
The directors and the Board of Directors of Dalian Refrigeration Co., Ltd. hereby confirm that there are no any important omissions, fictitious statements or serious misleading carried in this report.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on 18 March 2016.
2. The Board Meeting held at the scene dated 29 March 2016.
3. Nine Directors should present for voting and all of them are present actually.
4. The Meeting was presided over by Mr. Ji Zhijian, Chairman of the Board of the Company.
5. The Meeting was regarded as abiding the relevant laws, administrative regulation, department rules, normative documents as well as the Article of Association.
II. Deliberation of the Board Meeting
1. 2015 Work Report of the General Manager of theCompany；
With 9 votes for, 0 vote against and 0 vote as abstention.
2. 2015 Work Report of the Board of Directors of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
3. 2015 Financial Settlement Report and 2016 Financial Budget Report of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
4. 2015 Profit Distribution Preplan of the Company;
According to the audit by Da Hua CPAs (Special General Partnership), the net profit made by the parent company of the company in 2015 was RMB 126.025 million and10% of the net profit (RMB 12.603 million) was drawn as the legal surplus reserve. Therefore, the profit distributable to the shareholders in the current year was RMB 113.422 million. Plus the initial undistributed profit of RMB 391.729 million and minus the dividend of RMB 54.025 million of common shares paid in 2014 and the drawn free surplus reserve of RMB 22.379 million(20%), the accumulated profit distributable to the shareholders was RMB 428.747 million.
Thecompany’s profit distribution preplan for 2015:
Based on the net profit made by the parent company of the company in 2015 (126.025 million),20% of the net profit (RMB 25.205 million) will be drawn as the free surplus reserve;
Based on the total capital stock of 360,164,975 shares, the dividend of RMB 1.00 in cash (including tax) will be distributed for every 10 shares, the total cash dividend is RMB 36.016 million, and the cash dividend for B share is converted and paid in Hong Kong dollars; Based on the total capital stock of 360,164,975 shares, the Company will transfer the capital reserve to
increase capital stock, 5 shares for every 10 shares.
The above preplan shall be submitted to the 2015shareholders’ general meeting for review and approval.
With 9 votes for, 0 vote against and 0 vote as abstention.
5. Annual Report for the year 2015;
With 9 votes for, 0 vote against and 0 vote as abstention.
6. Report of evaluation on internal control of the Company for the year 2015;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
7. Report of social responsibility of the Company for the year 2015;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
8. The independentdirectors’ report on their work for the year 2015;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
9. Report on Withdrawing Provisions for Devaluation of Assets in2015；
With 9 votes for, 0 vote against and 0 vote as abstention.
10. Report on authorizing theCompany’s Chairman of the Board and management to apply for the bank line of credit and bank line of loan in 2016;
In order to meet the need of theCompany’s normal production and operation, the General Manager and Financial Majordomo of the Company are authorized to apply for the comprehensive bank line of credit not more than 700 million yuan, and Chairman of the Board of Directors of the Company is authorized to apply for the bank line of loan not more than 500 million yuan in 2016. With 9 votes for, 0 vote against and 0 vote as abstention.
11. Report on Routine Associated Transactions for the year 2015 and Estimated Associated Transactions for the year 2016;
It is predicted that the total amount of routine associate transactions of the company in the whole year of 2016 will be around RMB 770 million yuan, consisting of around RMB 380 million yuan for purchasing auxiliary products for package projects from associate parties and around RMB 390 million yuan for selling auxiliary spare parts to associate parties.
TheCompany’s independent directors reviewed this proposal on March 18, 2016 and agreed on submitting it to the Board of Directors for discussions.
Directors of the Company, Mr. Ji Zhijian, and Mrs. Xu Junrao are the correlative shareholders, They were avoided from voting this proposal.
With 7 votes for, 0 vote against and 0 vote as abstention.
12. Report on Engaging Auditors for the Company in 2016;
The Company planned to reengage Da Hua CPAs (Special General Partnership) as its auditors for 2016 to integrate and audit the financial statements and internal control of the company. Based on the actual situation of the auditing task, the Company planned to pay Da Hua CPAs (Special General Partnership) RMB 770,000 as the annual financial statements auditing fee (RMB 770,000 for year 2015), and RMB 300,000 as the annual internal control auditing fee. And the corresponding expenditures arising from the auditing shall be born by itself.
TheCompany’s independent directors reviewed this proposal on March 18, 2016 and agreed on
submitting it to the Board of Directors for discussions.
With 9 votes for, 0 vote against and 0 vote as abstention.
13. Report on modifying rules of procedure of the shareholders' general meeting (attachment 1)
With 9 votes for, 0 vote against and 0 vote as abstention.
14. Report on modifying and perfecting the management system.
With 9 votes for, 0 vote against and 0 vote as abstention.
15. Report on extending the valid period of the resolution of the shareholders' general meeting for theCompany’s private issuing of A- shares and the valid period of authorization.
To extend the valid period of the resolution of the shareholders' general meeting for the
Company’s private issuing of A- shares to three months on the basis of the original validity, the
valid period of theShareholders’ General Meeting to authorize the Board with full responsibility
and power on the practical issues related to the private issuing of A- shares extended for three
month at the same time.
With 9 votes for, 0 vote against and 0 vote as abstention.
16. Report on Related Transaction of Equity Transfer of Dalian Sanyo Meica Electronics Co., Ltd.;
The Company plans to purchase 70 percent equity of Dalian Sanyo Meica Electronics Co., Ltd. (“Sanyo Meica”) with price of RMB 21.7 million.
After the above equity transfer finished, the Company will hold 100 percent equity of Sanyo Meica, this will bring it into theCompany’s consolidated statement scope.
The above said transaction constitutes related transaction. The independent directors of the Company show prior approval for the proposal dated 18 March 2016 and agree to submit for deliberation in
3rd
Meeting of
7th
Session of the Board. Directors of the Company, Mr. Kudou sinn, and Mr. Kijima Tadatoshi are the correlative Directors. They were avoided from voting this proposal.
With 7 votes for, 0 vote against and 0 vote as abstention.
17. Issues relevant to 2015Shareholders’ General Meeting.
With 9 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 2, 3, 4, 5, 10, 11, 12, 13, 15 shall be submitted to 2015shareholders’ general meeting for review and approval.
III. Documents available for reference
1. Proposal of the Meeting with signature of attended directors and seal of the Board;
2. Opinions from independent directors.
Board of Directors of Dalian Refrigeration Co., Ltd.
March 30, 2016
Attachment 1: modifying rules of procedure of the shareholders' general meeting
According to the CSRC-<The listedcompany’s Articles of Association guidelines>(revised in 2014), in order to further clear the general meeting of shareholders network vote matters and small and medium-sized investors separate counting mechanism, and in combination with the practical situation of the Company, the rules of procedure of the shareholders' general meeting will be amended correspondingly.
Specific amendments are as follows:
||||
|-|-|-|
||Before amendment|After amendment|
|Article 4|A general meeting shall be either an annualgeneral meeting or an extraordinary generalmeeting. The general meeting shall be held at adesignated place in a manner of on-site meeting.The Company will provide shareholders with thenetwork facilities once required by related rules orregulations. Any shareholder, who attends thegeneral meeting in one of the above manners,shall be regarded as his/her presence. The generalmeeting on site shall not end up until the meetingin the network manner ends up. The generalmeeting shall be held at the location of theCompany. The annual general meeting shall beconvened at least once every year and held within6 months after the end of every financial year. Theinterval between two annual general meetingsshall not exceed 15 months.|A general meeting shall be either an annualgeneral meeting or an extraordinary generalmeeting. The general meeting shall be held at adesignated place in a manner of on-site meeting.The Company will also provide shareholderswith the network facilities. Any shareholder,who attends the general meeting in one of theabove manners, shall be regarded as his/herpresence. The general meeting on site shall notend up until the meeting in the network mannerends up. Notice of the shareholders’ generalmeeting shall clearly specify the voting time andvoting procedure of the network way. Thestarting time of the network voting ofshareholders' general meeting should not earlierthan 3:00 pm during the day before theshareholders' general meeting held, and not laterthan 9:30 am during the day the shareholders'general meeting held. The end time of thenetwork voting should not earlier than 3:00 pmduring the day the shareholders' general meetingfinished. The general meeting shall be held atthe location of the Company. The annualgeneral meeting shall be convened at least onceevery year and held within 6 months after theend of every financial year. The intervalbetween two annual general meetings shall notexceed 15 months.|
|Article62|The following matters shall be adopted asordinary resolutions at the general meeting:(1) the work reports of the Board of Directorsand the Supervisory Board;(2) the profit distribution proposal and the losssetoff proposal prepared by the Board ofDirectors;|The following matters shall be adopted asordinary resolutions at the general meeting:(1) the work reports of the Board of Directorsand the Supervisory Board;(2) the profit distribution proposal and the losssetoff proposal prepared by the Board ofDirectors;|

||||
|-|-|-|
||(3) appointment and dismissal of the members ofthe Board of Directors and the Supervisory Boardand their remuneration and payment;(4) the Company's annual budget and finalaccounts; and(5) other matters that should be resolved by aresolution other than special resolutionsaccording to the laws and administrativeregulations or the Articles of Association.|(3) appointment and dismissal of the membersof the Board of Directors and the SupervisoryBoard and their remuneration and payment;(4) the Company's annual budget and finalaccounts;(5) annual report of the Company；and(6) other matters that should be resolved by aresolution other than special resolutionsaccording to the laws and administrativeregulations or the Articles of Association.|
|Article80|The announcement of the resolutions of generalmeeting shall indicate the number of shareholdersand proxies attending the general meeting, thetotal number of shares held or represented bythem and its proportion to the Company's totalnumber of shares with voting rights, the votingmethod, and the voting result for each resolutionand the lawyer's advice on it. Each resolutionproposed by the shareholder which is adopted atthe general meeting shall indicate the name of theproposing shareholder (individual or unit), his/itsshareholdings and the description of the proposedresolutions.The announcement of the resolutions adopted atthe general meeting shall give the statisticsrespectively of attendance and voting' of theshareholders holding the internal shares and theshareholders holding the foreign investmentshares.|The announcement of the resolutions of generalmeeting shall indicate the number ofshareholders and proxies attending the generalmeeting, the total number of shares held orrepresented by them and its proportion to theCompany's total number of shares with votingrights, the voting method, and the voting resultfor each resolution and the lawyer's advice on it.Each resolution proposed by the shareholderwhich is adopted at the general meeting shallindicate the name of the proposing shareholder(individual or unit), his/its shareholdings andthe description of the proposed resolutions.The announcement of the resolutions adopted atthe general meeting shall give the statisticsrespectively of attendance and voting' of theshareholders holding the internal shares and theshareholders holding the foreign investmentshares.While the shareholders’ general meetingconsiders significant matters affecting theinterests of small and medium investors, smalland medium investors should separate votecounting. The result of separate vote countingshould be disclosed publicly timely.|