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Public Notice on Resolution of 1st Extraordinary Shareholders’ General Meeting of 2015

Classification:
he shareholders meeting resolution notice
Author:
Release time:
2017-06-09

Stock Code: 000530; 200530                        Notice No: 2015-011
Short Form of the Stock: Daleng Gufen; Daleng B

Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of
1st Extraordinary Shareholders’ General Meeting of 2015

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’ 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: 2:30 pm, 12 February 2015
Internet polling: From 11 February 2015 to 12 February 2015
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated 12 February 2015;

(2) Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm 11 February 2015 to 3:00 pm 12 February 2015;

(3)The time of the Independent Director solicit voting right: From 5 February 2015 to 11 February 2015.
2. Place of the meeting: The conference room on 8/F of the Company
3. Way of holding: On-site votes, network polling plus the Independent Directors solicit voting right.
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 1st Extraordinary Shareholders’ General Meeting of 2015 was published in China Securities and Hong Kong Commercial Daily dated 23 January, 2015.The precautious announcement was published in China Securities and Hong Kong Commercial Daily dated 6 February, 2015.

(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
29 shareholders and shareholders’ representatives attended the meeting, representing 119,705,607 shares, taking 34.20% of the Company’s total share capital 350,014,975 shares.
Among them:
6 shareholders and shareholders’ representatives attended the on-site meeting, representing 115,030,664 shares, taking 32.86% of the Company’s total share capital 350,014,975 shares.
23 shareholders and shareholders’ representatives attended the network meeting, representing 4,674,943 shares, taking 1.34% of the Company’s total share capital 350,014,975 shares.
2. Particulars about shareholders of A shares attending the meeting
24 shareholders of A shares and their representatives attended the meeting, representing 81,498,654 shares, taking 34.68% of the Company’s 235,014,975 total A shares.
Among them:
3 shareholders of A shares and their representatives attended the on-site meeting, representing 76,869,723 shares, taking 32.71% of the Company’s 235,014,975 total A shares.
21 shareholders of A shares and their representatives attended the network meeting, representing 4,628,931shares, taking 1.97% of the Company’s 235,014,975 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 38,206,953 shares, taking 33.22% 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 38,160,941 shares, taking 33.18% of the Company’s 115,000,000 total B shares.
2 shareholders of B shares and their representatives attended the network meeting, representing 46,012 shares, taking 0.04% of the Company’s 115,000,000 total B shares.
4. There is no shareholder entrusting the independent director to vote at the meeting.
5. 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. The Restricted Stock Incentive Plan Draft of the Company
The shareholder Mrs. Xu Junrao held A shares of 3900 shares of the Company. As the incentive object of the restricted stock incentive plan of the Company, she was the correlative person. She was avoided from voting this proposal.

1.1 The conditions and scope for the incentive objects

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.2 The source, quantity and distribution of the restricted stock

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.3 The valid period, grant day, lock-up period, unlock period and blackout period of the incentive plan

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.4 The grant price of the restricted stock and its determining method

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.5 The conditions of granting and unlocking the restricted stock

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.6 The procedure and method of adjustment for the restricted stock incentive plan

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

 

1.7 The accounting treatment of the restricted stock

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.8 The procedure of implementing, granting and unlocking of the restricted stock incentive plan

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.9 The right and obligations of incentive objects and the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.10 The dispose method while changes occur to incentive objects and the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

1.11 The principle of buying back and writing off of the restricted stock

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,307,507

99.67%

394,200

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,201,353

99.99%

5,600

0

Present non-correlative shareholders below 5%

7,844,524

7,450,324

94.97%

394,200

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,199,853

99.83%

5,600

0

2. The Assessment and Management Measures for Restricted Stock Incentive Plan of the Company
The shareholder Mrs. Xu Junrao held A shares of 3900 shares of the Company. As the incentive object of the restricted stock incentive plan of the Company, she was the correlative person. She was avoided from voting this proposal.

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,267,095

99.64%

434,612

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,160,941

99.88%

46,012

0

Present non-correlative shareholders below 5%

7,844,524

7,409,912

94.46%

434,612

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,159,441

98.56%

46,012

0

3. To Summate to the shareholders’ general meeting of the Company for authorizing the board of directors to handle related matters of restricted stock incentive plan of the Company.
The shareholder Mrs. Xu Junrao held A shares of 3900 shares of the Company. As the incentive object of the restricted stock incentive plan of the Company, she was the correlative person. She was avoided from voting this proposal.

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present non-correlative shareholders

119,701,707

119,267,095

99.64%

434,612

0

Including:  A shares

81,494,754

81,106,154

99.52%

388,600

0

B shares

38,206,953

38,160,941

99.88%

46,012

0

Present non-correlative shareholders below 5%

7,844,524

7,409,912

94.46%

434,612

0

Including:  A shares

4,639,071

4,250,471

91.62%

388,600

0

B shares

3,205,453

3,159,441

98.56%

46,012

0

4. To elect Dai Dashuang to be independent director of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

119,705,607

119,270,995

99.64%

434,612

0

Including:  A shares

81,498,654

81,110,054

99.52%

388,600

0

B shares

38,206,953

38,160,941

99.88%

46,012

0

Present shareholders below 5%

7,848,424

7,413,812

94.46%

434,612

0

Including:  A shares

4,642,971

4,254,371

91.63%

388,600

0

B shares

3,205,453

3,159,441

98.56%

46,012

0


 

5. To elect Liu Jiwei to be independent director of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

119,705,607

119,270,995

99.64%

434,612

0

Including:  A shares

81,498,654

81,110,054

99.52%

388,600

0

B shares

38,206,953

38,160,941

99.88%

46,012

0

Present shareholders below 5%

7,848,424

7,413,812

94.46%

434,612

0

Including:  A shares

4,642,971

4,254,371

91.63%

388,600

0

B shares

3,205,453

3,159,441

98.56%

46,012

0

In addition, the supervisory Committee explained the checking information about the incentive object lists.

Details of the proposal could be found in the notice on resolution of the Board of Directors published in China Securities, Hong Kong Commercial Daily and http://www.cninfo.com.cn/ on 10 December, 2014 and 23 January, 2015 respectively.

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.
13 February, 2015