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Public Notice on Resolution of 2nd Extraordinary Shareholders’ General Meeting of 2016

Classification:
he shareholders meeting resolution notice
Author:
Release time:
2017-06-09
Stock Code: 000530; 200530     
                      Notice No: 2016-022
Short Form of the Stock: Daleng Gufen; Daleng B
 


Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of
2nd 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: 3:30 pm, March 29, 2016
Internet polling: From March 28, 2016 to March 29, 2016
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated March 29 2016;

(2) Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm March 28, 2016 to 3:00 pm March 29 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 2nd Extraordinary Shareholders’ General Meeting of 2016 was published in China Securities and Hong Kong Commercial Daily dated March 11, 2016.The precautious announcement was published in China Securities and Hong Kong Commercial Daily dated March 23, 2016.
(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
16shareholders and shareholders’ representatives attended the meeting, representing121,988,671shares, taking 33.87% of the Company’s total share capital 360,164,975 shares.
Among them:
12 shareholders and shareholders’ representatives attended the on-site meeting, representing 121,978,771 shares, taking33.87% of the Company’s total share capital 360,164,975 shares.
4 shareholders and shareholders’ representatives attended the network meeting, representing 9,900shares, taking0.0027% of the Company’s total share capital 360,164,975 shares.
2. Particulars about shareholders of A shares attending the meeting
12 shareholders of A shares and their representatives attended the meeting, representing 83,231,923 shares, taking33.95% of the Company’s 245,164,975 total A shares.
Among them:
9shareholders of A shares and their representatives attended the on-site meeting, representing 83,225,223 shares, taking33.95%  of the Company’s 245,164,975 total A shares.
3 shareholders of A shares and their representatives attended the network meeting, representing 6,700shares, taking 0.0027% of the Company’s 245,164,975total A shares.
3. Particulars about shareholders of B shares attending the meeting
4 shareholders of B shares and their representatives attended the meeting, representing 38,756,74 shares, taking 33.70% 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 38,753,548shares, taking 33.70% of the Company’s 115,000,000 total B shares.
1shareholders of B shares and their representatives attended the network meeting, representing 3,200 shares, taking 0.0028% 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. Report on Amending Articles of Association of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

121,988,671

121,988,671

100%

0

0

Including:  A shares

83,231,923

83,231,923

100%

0

0

B shares

38,756,748

38,756,748

100%

0

0

Present shareholders below 5%

6,631,488

6,631,488

100%

0

0

Including:  A shares

2,876,240

2,876,240

100%

0

0

B shares

3,755,248

3,755,248

100%

0

0

2. Report on to provide guarantee for the special item fund of the China Development Bank (CDB) development fund.
The shareholders Mr.Ji Zhijian,Mrs. Xu Junrao, Dalian Bingshan Group 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

40,027,188

40,027,188

100%

0

0

Including:  A shares

1,270,440

1,270,440

100%

0

0

B shares

38,756,748

38,756,748

100%

0

0

Present non-correlative shareholders below 5%

5,525,688

5,525,688

100%

0

0

Including:  A shares

1,770,440

1,770,440

100%

0

0

B shares

3,755,248

3,755,248

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 March 11, 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.
March 30, 2016