Public Notice on Resolution of 2014 Shareholders’ General Meeting

                     


Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of 2014 Shareholders’ General Meeting

There was no augmentation, rejection or changing of proposals in the Shareholders’ General Meeting. No involved in the case of changing the previous proposals of the general meeting of shareholders.

I. Particulars about holding and participants of the meeting
(I) Particulars about holding of the meeting
1. The date and time of the meeting
On-site meeting: 2:00 pm, 20 May 2015
Internet polling: From 19 May 2015 to 20 May 2015
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated 20 May 2015;

(2) Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm 19 May 2015 to 3:00 pm 20 May 2015;

2. Place of the meeting: The conference room on 8/F of the Company
3. Way of holding: On-site votes, plus network polling.
4. Convener: The Board of the Company
5. Presidency: The Chairman Ji Zhijian
6. The meeting is in line with the relevant laws and administrative regulations, departmental rules
and regulations, regulatory documents and relevant provisions of  the articles of association of the company.
The Announcement of holding 2014 Shareholders’ General Meeting was published in China Securities and Hong Kong Commercial Daily dated 24 April, 2015.The Prompting Announcement was published in China Securities and Hong Kong Commercial Daily dated 14 May, 2015.

(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
15 shareholders and shareholders’ representatives attended the meeting, representing 120,025,004shares, taking33.33% of the Company’s total share capital 360,164,975 shares.
Among them：
11 shareholders and shareholders’ representatives attended the on-site meeting, representing 118,844,192 shares, taking 33.00% of the Company’s total share capital 360,164,975 shares.
4 shareholders and shareholders’ representatives attended the network meeting, representing 1,180,812 shares, taking0.33% of the Company’s total share capital 360,164,975 shares.
2. Particulars about shareholders of A shares attending the meeting
10 shareholders of A shares and their representatives attended the meeting, representing 81,276,223 shares, taking 33.15% of the Company’s 245,164,975 total A shares.
Among them：
8 shareholders of A shares and their representatives attended the on-site meeting, representing 80,167,823 shares, taking 32.70% of the Company’s 245,164,975 total A shares.
2 shareholders of A shares and their representatives attended the network meeting, representing 1,108,400 shares, taking 0.45% of the Company’s 245,164,975 total A shares.
3. Particulars about shareholders of B shares attending the meeting
5 shareholders of B shares and their representatives attended the meeting, representing 38,748,781shares, taking 33.69% of the Company’s 115,000,000 total B shares.
Among them：
3 shareholders of B shares and their representatives attended the on-site meeting, representing 38,676,369 shares, taking 33.63% of the Company’s 115,000,000 total B shares.
2 shareholders of B shares and their representatives attended the network meeting, representing 72,412shares, taking 0.06% of the Company’s 115,000,000 total B shares.
4. Other attendance
Directors, supervisors and senior executives of the Company and the witness attorney engaged by the Company
II. Particulars about discussion of the proposals
(I) Ways of voting: On-site votes plus network polling
(II) The shareholders of the Company and their proxy present at the meeting discussed the proposals. By voting termwise, the following proposals were passed:
1. 2014 Work Report of the Board of Directors of the Company;

2. 2014 Work Report of the Supervisory Committee of the Company;

3. 2014 Financial Settlement Report of the Company;

4. 2014 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 2014 was RMB 111.895 million and 10% of the net profit (RMB 11.189 million) was drawn as the legal surplus reserve. Therefore, the profit distributable to the shareholders in the current year was RMB 100.706 million. Plus the initial undistributed profit of RMB 372.591 million and minus the dividend of RMB 52.502 million of common shares paid in 2013 and the drawn free surplus reserve of RMB 29.066 million (20%), the accumulated profit distributable to the shareholders was RMB 391.729 million.
The company’s profit distribution plan for 2014:
Based on the net profit made by the parent company of the company in 2014 (111.895 million), 20% of the net profit (RMB 22.379 million) will be drawn as the free surplus reserve;
Based on the total capital stock of 360,164,975 shares, which is after completion of granting restricted stock, the dividend of RMB 1.5 in cash (including tax) will be distributed for every 10 shares, the total cash dividend is RMB 54.025 million, 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.

5. 2014 Annual Report of the Company;

6. Report on Authorizing the Chairman of the Board and the Company’s Management to Apply for the Bank Line of Credit and Bank Line of Loan for the year 2015;
In order to meet the need of the Company’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 600 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 300 million yuan in 2015.

7. Report on Estimating Routine Associated Transactions for the year 2015;
It is predicted that the total amount of routine associate transactions of the company in the whole year of 2015 will be around RMB 480 million yuan, consisting of around RMB 210 million yuan for purchasing auxiliary products for package projects from associate parties and around RMB 270 million yuan for selling auxiliary spare parts to associate parties.
Dalian Bingshan group Co., Ltd. held A shares of 76,855,683 shares of the Company, Mr. Ji Zhijian held A shares of 942,300 shares of the Company, Mrs. Xu Junrao held A shares of 663,500 shares of the Company, and Mr. Liu Kai held A shares of 659,600 shares of the Company. The above mentioned shareholders were the correlative person, and avoided from voting this proposal.

8. Report on Engaging Auditors for the Company in 2015;
The Company planned to reengage Da Hua CPAs (Special General Partnership) as its auditors for 2015 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 2014), and RMB 300,000 as the annual internal control auditing fee. And the corresponding expenditures arising from the auditing shall be born by itself.

9. Report on Amending Articles of Association of the Company;

10. Report on Electing Wang Yan to be Independent Director of the Company;

11. Report on the Relocation and Transformation Plan of the Company.

The Independent Directors’ Report on Their Work for 2014 is also heard in the Shareholders’ 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, 2015.

III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm
2. Name of lawyer: Mrs. Bao Jinxing, Mrs. Ma Nan
3. Conclusion of opinions:
“The lawyer believed that convening and holding procedures of this Shareholders’ General
Meeting was 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 this Shareholders’ General Meeting were true, legitimate and valid. ”

IV. Documents available for reference
1.The decisions of the Shareholders’ General Meeting that  acknowledged by the present directors and the recorder and stamped by the board of directors;
2. Legal opinions;
3. Other relevant documents.

Board of Directors of Dalian Refrigeration Co., Ltd.
21 May, 2015