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Public Notice on Resolution of 1st Extraordinary Shareholders’ General Meeting of 2016

Classification:
he shareholders meeting resolution notice
Author:
Release time:
2017-06-09
Stock Code: 000530; 200530    
                       Notice No: 2016-013
Short Form of the Stock: Daleng Gufen; Daleng B
 




Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of
1st Extraordinary Shareholders’ General Meeting of 2016

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: 3:00 pm, January 21, 2016
Internet polling: From January 20, 2016 to January 21, 2016
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated January 21 2016;

(2) Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm January 20, 2016 to 3:00 pm January 21 2016; 

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: 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 2016 was published in China Securities and Hong Kong Commercial Daily dated January 5, 2016.The precautious announcement was published in China Securities and Hong Kong Commercial Daily dated January15, 2016.

(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
19 shareholders and shareholders’ representatives attended the meeting, representing118, 233,371shares, taking 32.83% of the Company’s total share capital 360,164,975 shares.
Among them:
11 shareholders and shareholders’ representatives attended the on-site meeting, representing 117,982,171 shares, taking 32.76% of the Company’s total share capital 360,164,975 shares.
8 shareholders and shareholders’ representatives attended the network meeting, representing 251,200shares, taking0.07% 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 79,848,223 shares, taking32.57% 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 79,597,023 shares, taking 32.47% of the Company’s 245,164,975 total A shares.
8 shareholders of A shares and their representatives attended the network meeting, representing 251,200shares, taking 0.1% of the Company’s 245,164,975total A shares.
3. Particulars about shareholders of B shares attending the meeting
3shareholders of B shares and their representatives attended the meeting, representing 38,385,148shares, taking 33.38% 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 38,385,148shares, taking 33.38% of the Company’s 115,000,000 total B shares.
0 shareholders of B shares and their representatives attended the network meeting, representing 0 shares, taking 0% 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. Report on Electing the Directors of 7th Session of the Board
1.1 Elected Mr. Ji Zhijian to be director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,002,171

99.80%

230,200

1,000

Including:  A shares

79,848,223

79,617,023

99.71%

230,200

1,000

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,144,988

96.37%

230,200

1,000

Including:  A shares

2,992,540

2,761,340

92.27%

230,200

1,000

B shares

3,383,648

3,383,648

100%

0

0

1.2 Elected Mr. Liu Kai to be director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,002,171

99.80%

230,200

1,000

Including:  A shares

79,848,223

79,617,023

99.71%

230,200

1,000

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,144,988

96.37%

230,200

1,000

Including:  A shares

2,992,540

2,761,340

92.27%

230,200

1,000

B shares

3,383,648

3,383,648

100%

0

0

1.3 Elected Mrs. Xu Junrao to be director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,002,171

99.80%

230,200

1,000

Including:  A shares

79,848,223

79,617,023

99.71%

230,200

1,000

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,144,988

96.37%

230,200

1,000

Including:  A shares

2,992,540

2,761,340

92.27%

230,200

1,000

B shares

3,383,648

3,383,648

100%

0

0

1.4 Elected Mr. Ding Jie to be director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,002,171

99.80%

230,200

1,000

Including:  A shares

79,848,223

79,617,023

99.71%

230,200

1,000

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,144,988

96.37%

230,200

1,000

Including:  A shares

2,992,540

2,761,340

92.27%

230,200

1,000

B shares

3,383,648

3,383,648

100%

0

0


 

1.5 Elected Mr. Kudou Sinn to be director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,003,171

99.81%

230,200

0

Including:  A shares

79,848,223

79,618,023

99.71%

230,200

0

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,145,988

96.39%

230,200

0

Including:  A shares

2,992,540

2,762,340

92.31%

230,200

0

B shares

3,383,648

3,383,648

100%

0

0

1.6 Elected Mr. Kijima Tadatoshi to be director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,003,171

99.81%

230,200

0

Including:  A shares

79,848,223

79,618,023

99.71%

230,200

0

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,145,988

96.39%

230,200

0

Including:  A shares

2,992,540

2,762,340

92.31%

230,200

0

B shares

3,383,648

3,383,648

100%

0

0

1.7 Elected Mrs. Dai Dashuang to be independent director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,002,171

99.80%

230,200

1,000

Including:  A shares

79,848,223

79,617,023

99.71%

230,200

1,000

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,144,988

96.37%

230,200

1,000

Including:  A shares

2,992,540

2,761,340

92.27%

230,200

1,000

B shares

3,383,648

3,383,648

100%

0

0

1.8 Elected Mr. Liu Jiwei to be independent director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,002,171

99.80%

230,200

1,000

Including:  A shares

79,848,223

79,617,023

99.71%

230,200

1,000

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,144,988

96.37%

230,200

1,000

Including:  A shares

2,992,540

2,761,340

92.27%

230,200

1,000

B shares

3,383,648

3,383,648

100%

0

0

1.9 Elected Mrs. Wang Yan to be independent director

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

118,002,171

99.80%

230,200

1,000

Including:  A shares

79,848,223

79,617,023

99.71%

230,200

1,000

B shares

38,385,148

38,385,148

100%

0

0

Present shareholders below 5%

6,376,188

6,144,988

96.37%

230,200

1,000

Including:  A shares

2,992,540

2,761,340

92.27%

230,200

1,000

B shares

3,383,648

3,383,648

100%

0

0

2. Report on Electing the Supervisors of 7th Session of the Supervisory Committee
2.1 Elected Mrs. Mao Chunhua to be supervisor

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,,233,371

117,917,371

99.73%

315,000

1,000

Including:  A shares

79,848,223

79,629,923

99.73%

217,300

1,000

B shares

38,385,148

38,287,448

99.75%

97,700

0

Present shareholders below 5%

6,376,188

6,060,188

95.04%

315,000

1,000

Including:  A shares

2,992,540

2,774,240

92.71%

217,300

1,000

B shares

3,383,648

3,285,948

97,11%

97,700

0

2.2 Elected Mrs. Dai Yuling to be supervisor

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

118,233,371

117,881,509

99.70%

350,862

1,000

Including:  A shares

79,848,223

79,629,923

99.73%

217,300

1,000

B shares

38,385,148

38,251,586

99.65%

133,562

0

Present shareholders below 5%

6,376,188

6,024,326

94.48%

350,862

1,000

Including:  A shares

2,992,540

2,774,240

92.71%

217,300

1,000

B shares

3,383,648

3,250,086

96.05%

133,562

0

3. Report of actual amount exceeded estimated total amount of routine associated transactions for year 2015
The shareholder Mr.Ji Zhijian(holds A shares of 942,300 shares),Mrs. Xu Junrao(holds A shares of 663,500 shares ), Dalian Bingshan Group Co., Ltd.(holds A shares of 76,855,683shares), Sanyo Electric Co., Ltd.(holds B shares of 35,001,500 shares)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

      4,770,388

4,552,088

95,42%

217,300

1,000

Including:  A shares

1,386,740

1,168,440

84.26%

217,300

1,000

B shares

3,383,648

3,383,648

100%

0

0

Present non-correlative shareholders below 5%

4,770,388

4,552,088

95.42%

217,300

1,000

Including:  A shares

1,386,740

1,168,440

84.26%

217,300

1,000

B shares

3,383,648

3,383,648

100%

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 January 5, 2016.

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.
January 22, 2016