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Public Notice on Resolution of 2015 Shareholders’ General Meeting

Classification:
he shareholders meeting resolution notice
Author:
Release time:
2017-06-09
Stock Code: 000530; 200530                         Notice No: 2016-035
 
Short Form of the Stock: DalengGufen; Daleng B
 


Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of 2015 Shareholders’ General Meeting

The Company and its whole members of Board of Directors ensure that the public notice is real, accurate and complete, and there are no any fictitious statements,serious misleading or important omissions carried in this notice.

There was no augmentation,rejection or changing of proposals in the Shareholders’ GeneralMeeting. 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: 3:00 pm,April 21, 2016
Internet polling: From April 20, 2016 to April 21, 2016
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated April 21 2016;

(2)Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm April 20, 2016 to 3:00 pmApril 212016; 

2. Place of the meeting: Theconference 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: Ji Zhijian
6. The meeting is in line with the relevant laws and administrative regulations, departmental rules
andregulations, regulatory documents and relevant provisions of  the articles of association of the company.
The Announcement of holding 2015 Shareholders’ General Meeting waspublished in China Securities and Hong Kong Commercial Daily dated March 30, 2016.The precautious announcementwaspublished in China Securities and Hong Kong Commercial Daily dated April 15, 2016.
(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
22shareholdersand shareholders’ representatives attended themeeting, representing122,115,283shares, taking 33.90% of the Company’s total share capital 360,164,975 shares.
Among them:
11 shareholders and shareholders’ representatives attended the on-site meeting, representing 121,963,971 shares, taking33.86% of the Company’s total share capital 360,164,975 shares.
11 shareholders and shareholders’ representatives attended the network meeting, representing 151,312shares, taking0.04% of the Company’s total share capital 360,164,975 shares.
2. Particulars about shareholders of A shares attending the meeting
17shareholders of A shares and their representatives attended the meeting, representing 83,203,723shares, taking33.94% of the Company’s 245,164,975 total A shares.
Among them:
8shareholders of A shares and their representatives attended the on-site meeting, representing 83,094,023 shares, taking33.89% of the Company’s 245,164,975 total A shares.
9shareholders of A shares and their representatives attended the network meeting, representing 109,700shares, taking 0.05% of the Company’s 245,164,975total A shares.
3. Particulars about shareholders of B shares attending the meeting
5shareholders of B shares and their representatives attended the meeting, representing 38,911,560shares, taking 33.84% 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 38,869,948shares, taking 33.80% of the Company’s 115,000,000 total B shares.
2shareholders of B shares and their representatives attended the network meeting, representing 41,612 shares, taking 0.04% 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 term wise, the following proposals were passed:
1.2015 Work Report of the Board of Directors of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,049,271

99.95%

66,012

0

Including:  A shares

83,203,723

83,176,123

99.97%

27,600

0

B shares

38,911,560

38,873,148

99.90%

38,412

0

Present shareholders below 5%

6,758,100

6,692,088

99.02%

66,012

0

Including:  A shares

2,848,040

2,820,440

99.03%

27,600

0

B shares

3,910,060

3,871,648

99.02%

38,412

0

2.2015 Work Report of the Supervisory Committee of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,049,271

99.95%

66,012

0

Including:  A shares

83,203,723

83,176,123

99.97%

27,600

0

B shares

38,911,560

38,873,148

99.90%

38,412

0

Present shareholders below 5%

6,758,100

6,692,088

99.02%

66,012

0

Including:  A shares

2,848,040

2,820,440

99.03%

27,600

0

B shares

3,910,060

3,871,648

99.02%

38,412

0

3. 2015 Financial Settlement Report of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,049,271

99.95%

66,012

0

Including:  A shares

83,203,723

83,176,123

99.97%

27,600

0

B shares

38,911,560

38,873,148

99.90%

38,412

0

Present shareholders below 5%

6,758,100

6,692,088

99.02%

66,012

0

Including:  A shares

2,848,040

2,820,440

99.03%

27,600

0

B shares

3,910,060

3,871,648

99.02%

38,412

0

4. 2015 Profit Distribution Plan of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,087,683

99.98%

27,600

0

Including:  A shares

83,203,723

83,176,123

99.97%

27,600

0

B shares

38,911,560

38,911,560

100%

0

0

Present shareholders below 5%

6,758,100

6,730,500

99.59%

27,600

0

Including:  A shares

2,848,040

2,820,440

99.03%

27,600

0

B shares

3,910,060

3,910,060

100%

0

0

5. 2015 Annual Report of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,034,471

99.93%

66,012

14,800

Including:  A shares

83,203,723

83,161,323

99.95%

27,600

14,800

B shares

38,911,560

38,873,148

99.90%

38,412

0

Present shareholders below 5%

6,758,100

6,677,288

98.80%

66,012

14,800

Including:  A shares

2,848,040

2,805,640

98.51%

27,600

14,800

B shares

3,910,060

3,871,648

99.02%

38,412

0

  1. 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 2016

 

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

121,912,009

99.83%

203,274

14,800

Including:  A shares

83,203,723

82,977,623

99.94%

31,300

14,800

B shares

38,911,560

38,739,586

99.56%

171,974

0

Present shareholders below 5%

6,758,100

6,554,826

96.99%

203,274

14,800

Including:  A shares

2,848,040

2,801,940

98.38%

31,300

14,800

B shares

3,910,060

3,738,086

95.60%

171,974

0

7. Report on Estimating Routine Associated Transactions for the year 2016
The shareholder Mr.Ji Zhijian,Mrs. Xu Junrao, Dalian Bingshan Group Co., Ltd., Sanyo Electric Co., Ltd. are the correlative shareholders, They were avoided from voting this proposal.

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present non-correlative shareholders

5,152,300

5,071,488

98.43%

66,012

14,800

Including:  A shares

1,242,240

1,199,840

96.59%

27,600

14,800

B shares

3,910,060

3,871,648

99.02%

38,412

0

Present non-correlative shareholders below 5%

5,152,300

5,071,488

98.43%

66,012

14,800

Including:  A shares

1,242,240

1,199,840

96.59%

27,600

14,800

B shares

3,910,060

3,871,648

99.02%

38,412

0

8. Report on Engaging Auditors for the Company in 2016

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,034,471

99.93%

66,012

14,800

Including:  A shares

83,203,723

83,161,323

99.95%

27,600

14,800

B shares

38,911,560

38,873,148

99.90%

38,412

0

Present shareholders below 5%

6,758,100

6,677,288

98.80%

66,012

14,800

Including:  A shares

2,848,040

2,805,640

98.51%

27,600

14,800

B shares

3,910,060

3,871,648

99.02%

38,412

0

9. Report on modifying rules of procedure of the Shareholders' General Meeting

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,034,471

99.93%

66,012

14,800

Including:  A shares

83,203,723

83,161,323

99.95%

27,600

14,800

B shares

38,911,560

38,873,148

99.90%

38,412

0

Present shareholders below 5%

6,758,100

6,677,288

98.80%

66,012

14,800

Including:  A shares

2,848,040

2,805,640

98.51%

27,600

14,800

B shares

3,910,060

3,871,648

99.02%

38,412

0

10. Report on extending the valid period of the resolution of the shareholders' general meeting for the Company’s private issuing of A-shares and the valid period of authorization

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

present shareholders

122,115,283

122,034,471

99.93%

80,812

0

Including:  A shares

83,203,723

83,161,323

99.95%

42,400

0

B shares

38,911,560

38,873,148

99.90%

38,412

0

Present shareholders below 5%

6,758,100

6,677,288

98.80%

80,812

0

Including:  A shares

2,848,040

2,805,640

98.51%

42,400

0

B shares

3,910,060

3,871,648

99.02%

38,412

0

Details of the proposal could be found in the notice on resolution of the Board ofDirectors published in China Securities, Hong Kong Commercial Daily and http://www.cninfo.com.cn/on March 30, 2016.
III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm
2. Name of lawyer: Mrs. Ma Nan,Mrs. Liu Meijing
3. Conclusion of opinions:
“The lawyer believed that convening and holding procedures of this Shareholders’ GeneralMeeting was in line with regulations of the law, legislation and the Articles of Association; theparticipants of the Meeting have lawful and valid qualification; the voting procedures and resultsof this Shareholders’ General Meeting were true, legitimate and valid. ”

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

Boardof Directors of Dalian Refrigeration Co., Ltd.
April 22, 2016