Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2015-030
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the
17th
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.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on May 28, 2015.
2. The Board Meeting held at the scene dated 4 June, 2015.
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. The proposal on theCompany’s satisfying of the conditions to apply for issuing of A-shares privately;
Basing on the Company Law of PRC, Securities Law of PRC, Administration Rules of PLCs about Share Issuing, Detailed Regulations of PLCs about Private Issuing of Shares, and related laws, regulations and documents, with reference to related qualifications, conditions, and requirements of private share issuing, the Company is considered qualified to issue A-shares privately.
With 9 votes for, 0 vote against and 0 vote as abstention.
2. The proposal on the plan to issue A-shares privately (voted separately);
(1) Way of issuing
Issue to specific objects privately in validity after the plan approved by the CSRC.
With 9 votes for, 0 vote against and 0 vote as abstention.
(2) Category and face value of the shares to be issued
Shares issued are RMB common shares (A shares) with face value of RMB1.00 per share.
With 9 votes for, 0 vote against and 0 vote as abstention.
(3) Amount of shares to be issued
The total amount of A-shares to be issued this time will not more than 38,436,050 shares (included). In this upper bound, the final amount to be issued will be determined by the Board consults with the sponsor institution (Lead underwriter) on the basis of the actual subscription. If the Company conducted dividend distribution, bonus share distribution, capitalizing of common reserves during the period from the pricing ex-date to the issuing date, the amount and price to be
issued will be adjusted accordingly.
With 9 votes for, 0 vote against and 0 vote as abstention.
(4) The subscribers
The subscribers is the investors that abiding the relevant laws, administrative regulation and the provisions of the CSRC, not more than 10 that including securities investment fund management companies, securities companies, trust investment company, finance companies, insurance institutional investors, asset management company, qualified foreign institutional investors and other legal persons, natural persons and so on.
The securities investment fund management companies, etc who subscribed by more than two funds, will be regarded as one subscriber. The insurance institutional investors should subscribe this private issuing stock in cash only.
The final subscribers will be determined by the General Meeting to authorize the Board through competitive bidding according to the principle of price priority, the relevant provisions of the CSRC and the situation of purchase quotation, after this private issuing has been approved by the CSRC.
With 9 votes for, 0 vote against and 0 vote as abstention.
(5) way of subscribing
All subscribers should subscribe this private issuing stock in cash with the same price.
With 9 votes for, 0 vote against and 0 vote as abstention.
(6) Place of listing
Upon expiration of the limitation period, the said shares will be listed and traded in Shenzhen Stock Exchange.
With 9 votes for, 0 vote against and 0 vote as abstention.
(7) The price and pricing rules
The pricing ex-date will be the day when the announcement of resolutions of the 17th meeting of the 6th Board of Directors of the Company (5 June, 2015). The price will be not less than90% of the average price in 20 days prior to the pricing ex-date (The average price in 20 days prior to the ex-day= Total value of share trading in 20 days prior to the ex-day/ total amount of shares traded in 20 days prior to the ex-day.), namely RMB 15.09 per share. The final price will be determined by the Board consults with the sponsor institution (Lead underwriter) on the basis of bid result according to the relevant provisions of the CSRC and the situation of purchase quotation, after this private issuing has been approved by the CSRC.
In case ex-dividend or ex-interest events happened during the period from pricing ex-day to issuing day, such as dividend distribution, bonus shares, or capitalizing of common reserves, the price shall be adjusted correspondingly.
With 9 votes for, 0 vote against and 0 vote as abstention.
(8) Arrangement of trade-limitation period
Shares subscribed by subscribers at this private issuing are not allowed to be transferred in 12 months since the closing day of this private issuing. Then execute according to relevant regulations from the CSRC and Shenzhen Stock Exchange.
With 9 votes for, 0 vote against and 0 vote as abstention.
(9) Usage of proceed
Proceed raised from this private issuing will not more than RMB 580.00 million, which will be
used to the following item deducing the issue expenses:
||||
|-|-|-|
|Item|Total investment (million yuan)|The proceed plans toinvest(million yuan)|
|The item of Relocation andTransformation of the company.|935.00|580.00|

Proceed raised from this private issuing will no more than the amount of the item money needed. If the actual proceed cannot meet all need of total investment, the fund gap will be self-raised by the Company. If the time for proceed raised from this private issuing in place inconsistent with the progress of the project implementation, the Company may invest with other proceed in advance according to the actual situation. When the proceed raised from private issuing in place, the initial investment will be replaced according to the relevant laws and regulations and procedures.
With 9 votes for, 0 vote against and 0 vote as abstention.
(10) Distribution preplan of the retained profit before this issuing of A-shares
Upon accomplishing of the issuing, the new shareholders will share the retained profit accumulated from previous years along with the existing shareholders.
With 9 votes for, 0 vote against and 0 vote as abstention.
(11) Effective period of the resolution
The resolution will be effective for 12 months since it was approved by theShareholders’ Meeting.
With 9 votes for, 0 vote against and 0 vote as abstention.
3. The proposal on the preplan of private issuing of A-shares of the Company;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
4. The proposal of feasibility report on the application of proceeds from issuing of A-shares privately of the Company;
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
5. The proposal of management system of raised proceed for the Company.
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
6. The proposal of the Company unnecessary to describe the situation about use of funds raised in the previous;
From the payment date of raised in the previous for the Company up to now has past five years. According to the CSRC[2007] NO.500 document(<The regulation about the report on the use of funds raised in theprevious>), the private issuing of A-shares of the Company had no necessary to describe the situation about use of funds raised in the previous.
With 9 votes for, 0 vote against and 0 vote as abstention.
7. The proposal on requesting theShareholders’ General Meeting to authorize the Board with full responsibility and power on the practical issues related to the private issuing of new shares;
This authorization is effective in 12 months since it was approved by theShareholders’ General
Meeting of the Company.
With 9 votes for, 0 vote against and 0 vote as abstention.
8. The proposal on the shareholders return plan of the Company in the next three years (2015-2017);
（For details, seehttp://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
9. Report on purchasing the Equity of Dalian Sanyo High-Efficient Refrigeration System Co., Ltd.( Sanyo High-Efficient);
30 percent equity of Sanyo High-Efficient, held by Sanyo Electric Co., Ltd., will be transferred to the Company with price of RMB 26,993,388.94 yuan.
After the above mentioned equity transfer finished, the Company will hold 55 percent equity of Sanyo High-Efficient, and it will be brought into the consolidated statement scope of the Company.
The above mentioned transaction constitutes a related transaction. Independent directors of the Company delivered a prior approval for the proposal on May 27, 2015 and agreed to submit for deliberation on the Board. Related directors Kobayashi Noriaki and Kijima Tadatoshi were avoiding the votes for the proposal.
With 7 votes for, 0 vote against and 0 vote as abstention.
10. Report on by-electing the members of the Committee of the Board of the Company;
By-elected Wang Yan (independent director) as the member of the Audit Committee of the Board of the Company, and the member of the Remuneration and Examination Committee of the Board of the Company.
With 9 votes for, 0 vote against and 0 vote as abstention.
11. Issues relevant to the
2nd
ExtraordinaryShareholders’ General Meeting for 2015.
With 9 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 1, 2, 3, 4, 7, and 8 shall be submitted to the
2nd ExtraordinaryShareholders’ General Meeting for 2015 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.
June 5, 2015