Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2014-016
Dalian Refrigeration Co., Ltd.
Public Notice on Resolutions of 2013Shareholders’ General Meeting
Dalian Refrigeration Co., Ltd. and its whole members of Board of Directors ensure that the public notice is real, accurate and complete, and there are no any important omissions, fictitious statements or serious misleading carried in this notice.
I. Important
There was no augmentation, rejection or changing of proposals in theShareholders’ General Meeting.
II. Particulars about holding of the meeting
1. Date of the meeting: May 20, 2014
2. Place of the meeting: the conference room on 8/F of the Company
3. Way of holding: spot registered voting
4. Convenor: the Board of the Company
5. Presidency: Ji Zhijian
6. The convening and holding procedures of thisShareholders’ General Meeting were in line with Company Law of PRC, the Rules for Listing Shares at Shenzhen Securities Exchange and the Articles of Association of the Company.
The Announcement of holding 2013Shareholders’ General Meeting was published in China Securities and Hong Kong Commercial Daily dated April 24, 2014.
Ⅲ. Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
10 Shareholders andshareholders’ representatives attended the meeting, representing 116,875,836 shares, taking33.40% of theCompany’s total share capital 350,014,975 shares.
2. Particulars about shareholders of A shares attending the meeting
7 Shareholders of A shares and their representatives attended the meeting, representing 79,232,074 shares, taking33.72% of theCompany’s 235,014,975 total A shares.
3. Particulars about shareholders of B shares attending the meeting
3 Shareholders of B shares and their representatives attended the meeting, representing 37,643,762 shares, taking32.74% of theCompany’s 115,000,000 total B shares.
Ⅳ. Particulars about discussion of the proposals
1. Reviewed and passed 2013 Work Report of the Board of Directors of the Company;
With 116,875,836 shares for, taking100% of total voting shares held by present shareholders; 0 share against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of B shares; 0 share against and 0 share as abstention.
2. Reviewed and passed 2013 Work Report of the Supervisory Committee of the Company;
With 114,183,985 shares for, taking97.70% of total voting shares held by present shareholders; 0 2,691,851 shares against and 0 share as abstention.
For shareholders of A shares, with 77,679,423 shares for, taking98.04% of total voting shares held by present shareholders of A shares; 1,552,651 shares against and 0 share as abstention.
For shareholders of B shares, with 36,504,562 shares for, taking96.98% of total voting shares held by present shareholders of B shares; 1,139,200 shares against and 0 share as abstention.
3. Reviewed and passed 2013 Financial Settlement Report of the Company;
With 116,875,836 shares for, taking100% of total voting shares held by present shareholders; 0 share against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of B shares; 0 share against and 0 share as abstention.
4. Reviewed and passed 2013 Profit Distribution Plan 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 2013 was RMB 145.328 million and10% of the net profit (RMB 14.533 million) was drawn as the legal surplus reserve. Therefore, the profit distributable to the shareholders in the current year was RMB 130.795 million. Plus the initial undistributed profit of RMB 315.632 million and minus the dividend of RMB 52.502 million of common shares paid in 2012 and the drawn free surplus reserve of RMB 21.334 million(20%), the accumulated profit distributable to the shareholders is RMB 372.591 million, in which, RMB 29.066 million(20%) was drawn as the free surplus reserve, and RMB 52.502 million is distributed as the dividend, and the balance of RMB 291.023 million is transferred to the future for distribution.
Thecompany’s dividend distribution plan for 2013:
Based on the total capital stock of 350,014,975 shares at the end of 2013, the dividend of RMB 1.5 in cash (including tax) is distributed for every 10 shares, and the cash dividend for B share is converted and paid in Hong Kong dollars.
The company will not transfer the capital reserve to increase capital stock.
With 116,875,836 shares for, taking100% of total voting shares held by present shareholders; 0 share against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of B shares; 0 share against and 0 share as abstention.
5. Reviewed and passed 2013 Annual Report of the Company;
With 116,875,836 shares for, taking100% of total voting shares held by present shareholders; 0 share against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of B shares; 0 share against and 0 share as abstention.
management to apply for the bank line of credit and bank line of loan in 2014;
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 500 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 200 million yuan in 2014. With 116,641,274 shares for, taking99.80% of total voting shares held by present shareholders; 234,562 shares against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,409,200 shares for, taking99.38% of total voting shares held by present shareholders of B shares; 234,562 shares against and 0 share as abstention.
7. Reviewed and passed the Report on Estimated Associated Transactions for the year 2014;
It is predicted that the total amount of routine associate transactions of the company in the whole year of 2014 will be around RMB 450 million yuan, consisting of around RMB 230 million yuan for purchasing auxiliary products for package projects from associate parties and around RMB 220 million yuan for selling auxiliary spare parts to associate parties.
This transaction belonged to correlative transaction. The correlative persons who had relationship of advantages and disadvantages with this correlative transaction shall give up the voting right to this proposal inShareholders’ General Meeting. Therefore, Dalian Bingshan Group Co., Ltd. avoided from voting. And director Xu Junrao also avoided from voting. Excluding the 76,855,683 shares that were held by Dalian Bingshan Group Co., Ltd., and the 3,900 shares that were held by director Xu Junrao, the total voting shares held by present non-correlative shareholders were 40,016,253 shares, including non-correlative A shares of 2,372,491 shares and non-correlative B shares of 37,643,762 shares.
With 40,016,253 shares for, taking100% of total voting shares held by present non-correlative shareholders; 0 share against and 0 share as abstention.
For shareholders of non-correlative A shares, with 2,372,491 shares for, taking100% of total voting shares held by present shareholders of non-correlative A shares; 0 share against and 0 share as abstention.
For shareholders of non-correlative B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of non-correlative B shares; 0 share against and 0 share as abstention.
8. Reviewed and passed the Report on Engaging Auditors for the Company in 2014;
The Company would engage Da Hua CPAs (Special General Partnership) as its auditors for 2014 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 2013), and RMB 300,000 as the annual internal control auditing fee. And the corresponding expenditures arising from the auditing shall be born by itself.
With 116,875,836 shares for, taking100% of total voting shares held by present shareholders; 0 share against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of B shares; 0 share against and 0 share as abstention.
9. Reviewed and passed the Report on Amending Articles of Association of the Company;
With 116,875,836 shares for, taking100% of total voting shares held by present shareholders; 0 share against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of B shares; 0 share against and 0 share as abstention.
10. Reviewed and passed the Report on Improving Allowance Standard of Independent Director.
The annual allowance for independent director is improved to RMB 80,000 yuan.
With 116,875,836 shares for, taking100% of total voting shares held by present shareholders; 0 share against and 0 share as abstention.
For shareholders of A shares, with 79,232,074 shares for, taking100% of total voting shares held by present shareholders of A shares; 0 share against and 0 share as abstention.
For shareholders of B shares, with 37,643,762 shares for, taking100% of total voting shares held by present shareholders of B shares; 0 share against and 0 share as abstention.
The IndependentDirectors’ Report on Their Work for 2013 is also heard in theShareholders’ General Meeting.
For details about the aforesaid discussed items, please refer to the related public notice of the Company in China Securities and Hong Kong Commercial Daily dated April 24, 2014.
Ⅴ. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Liaoning HuaxiaLawyers’ Firm
2. Name of lawyer: Mrs. MaNan，Mrs. Hou Jinhui
3. Conclusion of opinions:
“The lawyer believed that convening and holding procedures of thisShareholders’ General Meeting were in line with regulations of the law, legislation and the Articles of Association; The participants of the Meeting have lawful and valid qualification; The voting procedures and results of thisShareholders’ General Meeting were true, legitimate and valid. ”
Dalian Refrigeration Co., Ltd.
May 21, 2014