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Public Notice on Resolution of 2ndExtraordinary Shareholders’ General Meeting of 2015

Classification:
he shareholders meeting resolution notice
Author:
Release time:
2017-06-09
Stock Code: 000530; 200530        
                   Notice No: 2015-037
Short Form of the Stock: DalengGufen; Daleng B
 

 

Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of
2ndExtraordinary 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, 24June 2015
Internet polling: From 23 June 2015 to 24 June 2015
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated 24 June 2015;

(2)Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm 23 June 2015 to 3:00 pm 24 June 2015;

2. Place of the meeting: The conference room on 8/F of the Company
3. Way of holding: On-site votes and 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 2ndExtraordinary Shareholders’ General Meeting of 2015 was published in China Securities and Hong Kong Commercial Daily dated 5June, 2015.The precautious announcement was published in China Securities and Hong Kong Commercial Daily dated 17June, 2015.

(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
20Shareholders and shareholders’ representatives attended the meeting, representing 118,183,658shares, taking 32.81% of the Company’s total share capital 360,164,975 shares.
Among them:
10 Shareholders and shareholders’ representatives attended the on-site meeting, representing 117,730,558shares, taking 32.69% of the Company’s total share capital 360,164,975 shares.
10 Shareholders and shareholders’ representatives attended the network meeting, representing 453,100 shares, taking0.13% of the Company’s total share capital 360,164,975 shares.
2. Particulars about shareholders of A shares attending the meeting
16 Shareholders of A shares and their representatives attended the meeting, representing 80,149,923shares, taking 32.69% of the Company’s 245,164,975 total A shares.
Among them:
7Shareholders of A shares and their representatives attended the on-site meeting, representing 79,790,923shares, taking 32.55% of the Company’s 245,164,975 total A shares.
9Shareholders of A shares and their representatives attended the network meeting, representing 359,000shares, taking0.15% of the Company’s 245,164,975 total A shares.
3. Particulars about shareholders of B shares attending the meeting
4Shareholders of B shares and their representatives attended the meeting, representing 38,033,735shares, taking 33.07% 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 37,939,635 shares, taking32.99% of the Company’s 115,000,000 total B shares.
1 Shareholders of B shares and their representatives attended the network meeting, representing 94,100shares, taking 0.08% 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. The proposal on the Company’s satisfying of the conditions to apply for issuing of A-shares privately

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2. The proposal on the plan to issue A-shares privately
2.1 Way of issuing

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2.2 Category and face value of the shares to be issued

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,553,958

99.47

535,600

94,100

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,715,135

99.16%

224,500

94,100

Present shareholders below 5%

6,326,475

5,696,775

99.16%

535,600

94,100

Including:  A shares

3,294,240

2,983,140

90.05%

311,100

0

B shares

3,032,235

2,713,635

89.49%

224,500

94,100

2.3 Amount of shares to be issued

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2.4 Objects of issuing

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2.5 Way of subscribing

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2.6 Place of listing

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0


2.7 Price and pricing rules for issuing

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2.8 Arrangement of trade-limitation period for issuing

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2.9 usages of proceeds

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,496,858

99.42%

686,800

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,658,035

99.01%

375,700

0

Present shareholders below 5%

6,326,475

5,639,675

89.14%

686,800

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,656,535

87.61%

375,700

0


2.10 Distribution preplan of the retained profit before this issuing of A-shares

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0

2.11 Effective period of the resolution

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,553,958

99.47

535,600

94,100

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,715,135

99.16%

224,500

94,100

Present shareholders below 5%

6,326,475

5,696,775

99.16%

535,600

94,100

Including:  A shares

3,294,240

2,983,140

90.05%

311,100

0

B shares

3,032,235

2,713,635

89.49%

224,500

94,100

3. The proposal on the preplan of private issuing of A-shares of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,648,058

99.55%

535,600

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,809,235

99.41%

224,500

0

Present shareholders below 5%

6,326,475

5,790,875

91.53%

535,600

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,807,735

92.60%

224,500

0


4. The proposal of feasibility report on the application of proceeds from issuing of A-shares privately of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,496,858

99.42%

686,800

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,658,035

99.01%

375,700

0

Present shareholders below 5%

6,326,475

5,639,675

89.14%

686,800

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,656,535

87.61%

375,700

0

5. The proposal on requesting the Shareholders’ General Meeting to authorize the Board with full responsibility and power on the practical issues related to the private issuing of A- shares

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,496,858

99.42%

686,800

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

37,658,035

99.01%

375,700

0

Present shareholders below 5%

6,326,475

5,639,675

89.14%

686,800

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

2,656,535

87.61%

375,700

0

6. The proposal on <The Plan of Shareholders return of the Company in the next three years (2015-2017)>

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

Present shareholders

118,183,658

117,872,558

99.74%

311,100

0

Including:  A shares

80,149,923

79,838,823

99.61%

311,100

0

B shares

38,033,735

38,033,735

100.00%

0

0

Present shareholders below 5%

6,326,475

6,015,375

95.08%

311,100

0

Including:  A shares

3,294,240

2,983,140

90.56%

311,100

0

B shares

3,032,235

3,032,235

100.00%

0

0

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 5 June, 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. Liu Cuimei
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 thatacknowledged bythe 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.
25June, 2015