Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2014-010
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the
10th
Meeting
of the
6th
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.
Please be advised that the
10th
meeting of the
6th
Board of Directors of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the Company) was held at the meeting room on the
6th
floor of the Company on April 22, 2014. The announcement of holding the meeting was sent out in writing on April 11, 2014. 9 directors attended the meeting, which complied with the quorum. Mr. Ji Zhijian, Chairman of the Board, presided over the meeting in which following resolutions were examined and adopted:
I. 2013 Work Report of the Board of Directors of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
II. 2013 Financial Settlement of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
III. 2013 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 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 preplan 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.
The above preplan shall be submitted to the shareholders general meeting 2013 for review and approval.
With 9 votes for, 0 vote against and 0 vote as abstention.
IV. Annual Report for the year 2013;
With 9 votes for, 0 vote against and 0 vote as abstention.
V. Quarterly Report for First Quarter of 2014;
With 9 votes for, 0 vote against and 0 vote as abstention.
VI. Report of evaluation on internal control of the Company for the year 2013;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
VII. Report of social responsibility of the Company for the year 2013;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
VIII. The independentdirectors’ report on their work for the year 2013;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
IX. Report on Withdrawing Provisions for Devaluation of Assets in2013；
With 9 votes for, 0 vote against and 0 vote as abstention.
X. Report on written-off uncollectible receivables;
The Company plans to write off 3,063,426.02 yuan of accounts uncollectible or difficult to collect. A provision for bad debts of 2,422,502.92 yuan has been allotted for the above written-off amount with the effects on loss and profit in 2014 of 640,923.10 yuan.
It is agreed for the subsidiary of the Company - Dalian Bingshan Ryosetsu Quick Freezing Equipment Co., Ltd. to write off the receivable of RMB 103,650.00 yuan on credit for a long time. A provision for bad debts of 88,640.00 yuan has been allotted for the above written-off amount with the effects on loss and profit in 2013 of 15,010.00 yuan.
It is agreed for the subsidiary of the Company - Dalian Bingshan Metal Processing Co., Ltd. to write off the receivable of RMB 330,915.38 yuan on credit for a long time. A provision for bad debts of 328,430.77 yuan has been allotted for the above written-off amount with the effects on loss and profit in 2013 of 2,484.61 yuan.
With 9 votes for, 0 vote against and 0 vote as abstention.
XI. 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 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 9 votes for, 0 vote against and 0 vote as abstention.
XII. Report on Routine Associated Transactions for the year 2013 and 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.
TheCompany’s independent directors reviewed this proposal on April 10, 2014 and agreed
on submitting it to the Board of Directors for discussions.
Directors of the Company, Mr. Ji Zhijian, Mrs. Xu Junrao, and Mr. Kijima Tadatoshi were related directors, and conducted obviation in examining the above matters.
With 6 votes for, 0 vote against and 0 vote as abstention.
XIII. Report on Engaging Auditors for the Company in 2014;
The Company planned to reengage 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.
TheCompany’s independent directors reviewed this proposal on April 10, 2014 and agreed on submitting it to the Board of Directors for discussions.
With 9 votes for, 0 vote against and 0 vote as abstention.
XIV. Report on Amending Articles of Association of the Company;
(For details, see Attachment 1.)
With 9 votes for, 0 vote against and 0 vote as abstention.
XV. Report on Improving Allowance Standard of Independent Director;
The annual allowance for independent director is planed to improve to RMB 80,000 yuan.
With 9 votes for, 0 vote against and 0 vote as abstention.
XVI. Report on adjusting the members of the Committees of the Board of the Company;
Adjust the member of the Audit Committee of the Board from Mr. Liu Kai to Mrs. Xu Junrao. Adjust the member of the Remuneration and Examination Committee of the Board from Mrs.
Xu Junrao to Mr. Liu Kai.
With 9 votes for, 0 vote against and 0 vote as abstention.
XVII. Issues relevant toShareholders’ General Meeting for 2013.
With 9 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 1, 2, 3, 4, 10, 11, 12, 13 and 14 shall be submitted to the shareholders general meeting 2013 for review and approval.
Board of Directors of Dalian Refrigeration Co., Ltd.
April 24, 2014
Attachment 1: Report on Amending Articles of Association of the Company
According to No. 3 Guide for Supervision to Listed Companies– Cash Dividend Distribution of Listed Companies from China Securities Regulatory Commission, the following modifications are made specially to Chapter 11 “Profit Distribution” in the Articles of Association to further normalize cash dividend distribution of the company and enhance the transparency of cash dividend distribution of the company:
1. In 11.2 “After-tax Profit Distribution” in the Articles of Association of the company, the following contents are added:
（1）Plan to repay the shareholders of the company:
The company emphasizes ratioal investment return of shareholders and considers
concurrently the sustainable development of the company.
The company implements a positive profit distribution policy and maintains its continuity and stability.
In principle, the company distributes dividends once each year and does this by cash in priority.
The company will strive to distribute dividends in cash at a proportion exceeding the minimum proportion as regulated by the Articles of Association of the company.
（2）Profit distribution decision-making procedure and mechanism of company:
In drawing up the profit distribution preplan each year, the company should consider comprehensively such factors as the characteristics of the industry it is in, development stage, self operation mode, profit level, cash flow position and important fund disbursement arrangement, etc. The above profit distribution preplan can be submitted to the general shareholder meeting for review subject to agreement by more than half of all directors and independent directors expressing their explicit opinions on this.
When the Board of Directors of the company reviews the above profit distribution preplan, it should carefully study and demonstrate such matters as company cash dividend distribution opportunity, condition and minimum proportion, etc.
When the company reviews the above profit distribution preplan by holding a general shareholders meeting, it should communicate and exchange with shareholders, especially medium and small shareholders on its own initiative through multiple channels, sufficiently listen to the comments and appeals of medium and small shareholders and reply questions that medium and small shareholder concern about.
（3）Condition, decision-making procedure and mechanism for company to adjust profit distribution policy:
In case of any force majeure or a substantial change in the external operating environment or self operation condition of the company, the company may adjust the profit distribution policy.
The Board of Directors of the company is under way of studying and demonstrating the profit distribution policy. It should consider sufficiently the opinions of independent directors and medium and small shareholders; after adjustment, the profit distribution policy should not violate related regulations of China Securities Regulatory Commission and the securities exchange.
An adjusted profit distribution policy can be submitted to the general shareholders meeting for review only subject to agreement by more than half of all directors and the independent directors making explicit comments. When the general shareholders meeting reviews an adjusted profit distribution policy, the voting method should meet related regulations of China Securities Regulatory Commission and the securities exchange and be passed by over 2/3 of voting rights held by the attending shareholders (includingshareholder’s representatives).
2. In 11.3 “Share Dividends” of the Articles of Association, the following contents are added:（1）When the company distributes share dividends, it shall adopt cash dividend distribution method in priority. The company may, under the prerequisite of meeting cash dividend distribution proportion requirement, distribute profits by presenting bonus shares. When making profit distribution with bonus shares, such true and reasonable factors as company growth, dilution of net asset value per share, etc. should be available.
（2）When the company makes profit distribution, the minimum proportion of cash dividend distribution accounting for this profit distribution should reach20%.