Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2016-037
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the
5th
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 11 April 2016.
2. The Board Meeting held at the scene dated 21 April 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. Report on transfering50% equity of DalianBingshan–P&A Recreation Development Engineering Co., Ltd. to subsidiary;
To strengthen the business of ice and snow, the Company plans to transfer the equity of DalianBingshan–P&A Recreation Development Engineering Co., Ltd. togeter withHongkong–P&A Hydraulic Engineering Co., Ltd., to the subsidiary. Dalian Bingshan Group Engineering Co., Ltd.
With 9 votes for, 0 vote against and 0 vote as abstention.
2. Report on subsidiary absorbing subsidiary by merger and raising capital;
The Company plans to agree the subsidiary, Dalian Bingshan Group Engineering Co., Ltd. (“Bingshan Engineering” for short), to absorb another subsidiary, Dalian Bingshan Group Sales Co., Ltd.
The Company plans to add capital in cash to Bingshan Engineering with amount of 50 million meanwhile.
After the merger and the capital increase is completed, Bingshan Engineering will be the company that continues to exist, and the Company will still hold100% equity of Bingshan Engineering.
Through this merger and additional capital, it will achieve resource integration and complementary advantages between two subsidiaries of the Company, boost the smooth upgrade of the iceberg project qualification, and become one of the best qualified engineering company in China refrigeration industry.
With 9 votes for, 0 vote against and 0 vote as abstention.
3. Report of frozen joint venture project;
The Company plans to invest a joint venture (“joint venture” for short) with Panasonic (China)
Co., Ltd., Panasonic Cold Chain (Dalian) Co., Ltd., and Panasonic Compressor (Dalian) Co., Ltd. to provide comprehensive solution for customer with fluorine cold chain system.
The Company contributes RMB 21 million in cash,20% equity held for the joint venture.
The above said transaction constitutes related transaction.The independent directors of the Company show prior approval for the proposal dated 11 April 2016 and agree to submit for deliberation in 5th Meeting of 7th Session of the Board. Directors of the Company, Mr. Ji Zhijian, and Mrs. Xu Junrao are the correlative Directors. They were avoided from voting this proposal.
With 7 votes for, 0 vote against and 0 vote as abstention.
4. Quarterly Report for First Quarter of 2016.
With 9 votes for, 0 vote against and 0 vote as abstention.
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.
April 22, 2016