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Public Notice on Resolution of 2016 Shareholders’ General Meeting

Classification:
2016年度股东大会决议公告
Author:
Release time:
2017-07-12
Stock Code: 000530; 200530    
                   Notice No: 2017-030
Short Form of the Stock: DalengGufen; Daleng B
 

 

Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of 2016 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’ 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, May 19, 2017
Internet polling: From May 18, 2017 to May 19, 2017
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated May 19, 2017;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm May 18, 2017 to 3:00 pm May 19, 2017;
2. Place of the meeting: The conference room on 3/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 2016 Shareholders’ General Meeting was published in China Securities and Hong Kong Commercial Daily dated April 22, 2017.
(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
15 shareholders and shareholders’ representatives attended the meeting, representing 188,110,474 shares, taking 30.75% of the Company’s total share capital 611,776,558 shares.
Among them:
11 shareholders and shareholders’ representatives attended the on-site meeting, representing 186,928,474 shares, taking 30.56% of the Company’s total share capital 611,776,558 shares.
4 shareholders and shareholders’ representatives attended the network meeting, representing 1,182,000 shares, taking 0.19 % of the Company’s total share capital 611,776,558 shares.
2. Particulars about shareholders of A shares attending the meeting
12 shareholders of A shares and their representatives attended the meeting, representing 128,421,123 shares, taking 29.24% of the Company’s 439,276,558 total A shares.
Among them:
8 shareholders of A shares and their representatives attended the on-site meeting, representing 127,239,123 shares, taking 28.97% of the Company’s 439,276,558 total A shares.
4 shareholders of A shares and their representatives attended the network meeting, representing 1,182,000 shares, taking 0.27% of the Company’s 439,276,558 total A shares.
3. Particulars about shareholders of B shares attending the meeting
3 shareholders of B shares and their representatives attended the meeting, representing 59,689,351 shares, taking 34.60% of the Company’s 172,500,000 total B shares.
Among them:
3 shareholders of B shares and their representatives attended the on-site meeting, representing 59,689,351 shares, taking 34.60% of the Company’s 172,500,000 total B shares.
0 shareholders of B shares and their representatives attended the network meeting, representing 0  shares, taking 0 % of the Company’s 172,500,000 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:
1.2016 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

188,110,474

188,102,974

99.99%

0

7,500

Including:  A shares

128,421,123

128,413,623

99.99%

0 

7,500

B shares

59,689,351

59,689,351

100.00%

0 

0 

Minority  shareholders

9,671,401

9,663,901

99.92%

0

7,500

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

7,187,101

100.00%

0 

0 

2.2016Work Report of the Supervisory Committee of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present shareholders

188,110,474

188,102,974

99.99%

0

7,500

Including:  A shares

128,421,123

128,413,623

99.99%

0 

7,500

B shares

59,689,351

59,689,351

100.00%

0 

0 

Minority  shareholders

9,671,401

9,663,901

99.92%

0

7,500

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

7,187,101

100.00%

0 

0 

3. 2016 Financial Settlement Report of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present shareholders

188,110,474

188,102,974

99.99%

0

7,500

Including:  A shares

128,421,123

128,413,623

99.99%

0 

7,500

B shares

59,689,351

59,689,351

100.00%

0 

0 

Minority  shareholders

9,671,401

9,663,901

99.92%

0

7,500

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

7,187,101

100.00%

0 

0 

4. 2016 Profit Distribution Plan of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present shareholders

188,110,474

186,939,974

99.38%

1,170,500

0

Including:  A shares

128,421,123

127,250,623

99.09%

1,170,500

0 

B shares

59,689,351

59,689,351

100.00%

0 

0 

Minority  shareholders

9,671,401

8,500,901

87.90%

1,170,500

0

Including:  A shares

2,484,300

1,313,800

52.88%

1,170,500

0 

B shares

7,187,101

7,187,101

100.00%

0 

0 

5. 2016 Annual Report of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present shareholders

188,110,474

188,102,974

99.99%

0

7,500

Including:  A shares

128,421,123

128,413,623

99.99%

0 

7,500

B shares

59,689,351

59,689,351

100.00%

0 

0 

Minority  shareholders

9,671,401

9,663,901

99.92%

0

7,500

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

7,187,101

100.00%

0 

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 2017

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present shareholders

188,110,474

187,714,780

99.79%

288,794

106,900

Including:  A shares

128,421,123

128,413,623

99.99%

0 

7,500

B shares

59,689,351

59,301,157

99.35%

288,794

99,400

Minority  shareholders

9,671,401

9,275,707

95.91%

288,794

106,900

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

6,798,907

94.60%

288,794

99,400

7. Report on Estimating Routine Associated Transactions for the year 2017
The shareholders Mr. Ji Zhijian,Mrs. Xu Junrao, Dalian Bingshan Group Co., Ltd., and 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

11,186,001

11,178,501

99.93%

0

7,500

Including:  A shares

3,998,900

3,991,400

99.81%

0 

7,500

B shares

7,187,101

7,187,101

100.00%

0 

0 

Non-correlative minority  shareholders

9,671,401

9,663,901

99.92%

0

7,500

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

7,187,101

100.00%

0 

0 

8. Report on Engaging Auditors for the Company in 2017

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present shareholders

188,110,474

188,102,974

99.99%

0

7,500

Including:  A shares

128,421,123

128,413,623

99.99%

0 

7,500

B shares

59,689,351

59,689,351

100.00%

0 

0 

Minority  shareholders

9,671,401

9,663,901

99.92%

0

7,500

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

7,187,101

100.00%

0 

0 


9. Report on modifying the Articles of Association of the Company

 

Number of shares represented (share)

For
(share)

For proportion

Against(share)

Abstention(share)

Present shareholders

188,110,474

188,102,974

99.99%

0

7,500

Including:  A shares

128,421,123

128,413,623

99.99%

0 

7,500

B shares

59,689,351

59,689,351

100.00%

0 

0 

Minority  shareholders

9,671,401

9,663,901

99.92%

0

7,500

Including:  A shares

2,484,300

2,476,800

99.70%

0 

7,500

B shares

7,187,101

7,187,101

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 April 22, 2017.

III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm
2. Name of lawyer: Mrs. Bao Jingxin,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 that  acknowledged 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.
May 20, 2017