Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B No: 2018-014 Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the
20th
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 10 April 2018.
2. The Board Meeting held at the scene dated 20 April 2018.
3. Eight 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. 2017 Work Report of the General Manager of theCompany；
With 8 votes for, 0 vote against and 0 vote as abstention.
2. 2017 Work Report of the Board of Directors of the Company;
With 8 votes for, 0 vote against and 0 vote as abstention.
3. 2017 Financial Settlement Report of the Company;
With 8 votes for, 0 vote against and 0 vote as abstention.
4. 2017 Profit Distribution Preplan of the Company;
According to the audit by ShineWing CPAs (Special General Partnership), the net profit made by the parent company of the Company in 2017 was RMB 183.633 million and10% of the net profit (RMB 18.363 million) was drawn as the legal surplus reserve. Therefore, the profit distributable to the shareholders in the current year was RMB 165.27 million. Plus the initial undistributed profit of RMB 498.963 million and minus the dividend of RMB 61.178 million of common shares paid in 2016 and the drawn free surplus reserve of RMB 29.208 million(20%), the accumulated profit distributable to the shareholders was RMB 573.847 million.
TheCompany’s profit distribution preplan for 2017:
Based on the net profit made by the parent company of the Company in 2017 (183.633 million),20% of the net profit (RMB 36.727 million) will be drawn as the free surplus reserve;
Based on the total capital stock of 855,908,981 shares, the dividend of RMB 0.5 in cash (including tax) will be distributed for every 10 shares, the total cash dividend is RMB 42.795 million, and the cash dividend for B share is converted and paid in Hong Kong dollars.
The above preplan shall be submitted to the 2017shareholders’ general meeting for review and approval.
With 8 votes for, 0 vote against and 0 vote as abstention.
With 8 votes for, 0 vote against and 0 vote as abstention.
6. Quarterly Report for First Quarter of 2018;
With 8 votes for, 0 vote against and 0 vote as abstention.
7. Annual special report on the storage and use of the raised funds for 2017 of the Company;
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
8. Report of evaluation on internal control of the Company for the year 2017;
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
9. Report of social responsibility of the Company for the year 2017;
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
10. The independentdirectors’ report on their work for the year 2017;
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
11. Report on withdrawing provisions for devaluation of assets in 2017;
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
12. Report on written-off uncollectible receivables;
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
13. 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 2018;
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 800 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 600 million yuan.
With 8 votes for, 0 vote against and 0 vote as abstention.
14. Report on Estimated Associated Transactions for the year 2018;
It is predicted that the total amount of routine associate transactions of the Company in the whole year of 2018 will be around RMB 880 million yuan, consisting of around RMB 320 million yuan for purchasing auxiliary products for package projects from associate parties and around RMB 560 million yuan for selling auxiliary spare parts to associate parties.
TheCompany’s independent directors reviewed this proposal on April 10, 2018 and agreed on submitting it to the Board of Directors for discussions.
Directors of the Company, Mr. Ji Zhijian, Mrs. Xu Junrao, and Mr. Ding Jie were the correlative directors, They were avoided from voting this proposal.
（For details, seehttp://www.cninfo.com.cn）
With 5 votes for, 0 vote against and 0 vote as abstention.
15. Report on Engaging Auditors for the Company in 2018;
The Company planned to reengage ShineWing CPAs (Special General Partnership) as its auditors for 2018 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 ShineWing CPAs (Special General Partnership) RMB 770,000 as the annual financial statements auditing fee (RMB 770,000 for year 2017), 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 April 10, 2018 and agreed on submitting it to the Board of Directors for discussions.
With 8 votes for, 0 vote against and 0 vote as abstention.
16. Report on modifying Articles of Association of the Company; (attachment 1)
With 8 votes for, 0 vote against and 0 vote as abstention.
17. Report on changing accounting policy of the Company;
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
18. Report on the candidate of the director;
Mr. Fan Yuekun was nominated as candidate for director of
7th
session of the Board.
Independent directors of the Company were unanimous in approving the director candidate above mentioned for
7th
session of the Board.
With 8 votes for, 0 vote against and 0 vote as abstention.
19. Report on electing the Vice Chairman of the Board;
Mr. Ding Jie was elected as the Vice Chairman of the Board.
With 8 votes for, 0 vote against and 0 vote as abstention.
20. Report on electing the member of the Remuneration and Examination Committee of the Board of the Company
Mr. Ding Jie was elected as the member of the Remuneration and Examination Committee of the Board of the Company.
With 8 votes for, 0 vote against and 0 vote as abstention.
21. Report on<The Plan of Shareholders return of the Company in the next three years(2018-2020)>
（For details, seehttp://www.cninfo.com.cn）
With 8 votes for, 0 vote against and 0 vote as abstention.
22. Issues relevant to 2017Shareholders’ General Meeting.
（For details, seehttp://www.cninfo.com.cn）
With8 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution2、3、4、5、13、14、15、16、18、21 shall be submitted to 2017shareholders’ 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.
April 21, 2018
Attachment 1: Report on modifying Articles of Association of the Company
Specific amendments are as follows: