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Public Notice on Resolution of 1stExtraordinary Shareholders’ General Meeting of 2017

Classification:
2017年第一次临时股东大会决议公告
Author:
Release time:
2017-07-12
Stock Code: 000530; 200530        
                   Notice No: 2017-009

Short Form of the Stock: DalengGufen; Daleng B
 

 

Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of
1stExtraordinary Shareholders’ General Meeting of 2017

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’ GeneralMeeting. 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 7, 2017
Internet polling: From March 6, 2017 to March 7, 2017
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00 pm dated March 7, 2017;

(2)Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime from 3:00 pm March 6,2017 to 3:00 pm March 7,2017;

2. Place of the meeting: Theconference 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
andregulations, regulatory documents and relevant provisions of the articles of association of the company.
The Announcement of holding 1st Extraordinary Shareholders’ General Meeting of 2017 was published in China Securities and Hong Kong Commercial Daily dated February 16, 2017.
(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
17shareholders and shareholders’representatives attended the meeting, representing185,413,407 shares, taking 30.31%of the Company’s total share capital 611,776,558 shares.
Among them:
11shareholders and shareholders’ representatives attended the on-site meeting, representing 185,155,657shares, taking 30.27% of the Company’s total share capital 611,776,558 shares.
6 shareholders and shareholders’ representatives attended the network meeting, representing 257,750shares, taking0.04% of the Company’s total share capital611,776,558 shares.
2. Particulars about shareholders of A shares attending the meeting
13shareholders of A shares and their representatives attended the meeting, representing 126,883,784shares, taking28.89% of the Company’s 439,276,558 total A shares.
Among them:
8shareholders of A shares and their representatives attended the on-site meeting, representing 126,627,034shares, taking28.83% of the Company’s 439,276,558 total A shares.
5 shareholders of A shares and their representatives attended the network meeting, representing 256,750shares, taking0.06% of the Company’s 439,276,558 total A shares.
3. Particulars about shareholders of B shares attending the meeting
4 shareholders of B shares and their representatives attended the meeting, representing 58,529,623shares, taking 33.93% 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 58,528,623shares, taking33.93% of the Company’s172,500,000 total B shares.
1 shareholders of B shares and their representatives attended the network meeting, representing 1000 shares, taking 0.001% 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. Report on purchasing the equity of Dalian Bingshan Engineering & Trading Co., Ltd.
The directors Mr. Ji Zhijian(holds A shares of 1,413,450 shares), Mrs. Xu Junrao(holds A shares of 925,249 shares), The shareholders Dalian Bingshan Group Co., Ltd.,(holds A shares of 122,083,524 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

60,991,184

60,985,184

99.99%

6,000

0

Including:  A shares

2,461,561

2,455,561

99.76%

6,000

0

B shares

58,529,623

58,529,623

100.00%

0

0

Small and medium-sized shareholders of non-correletive

6,335,123

6,329,123

99.91%

6,000

0

Including:  A shares

307,750

301,750

98.05%

6,000

0

B shares

6,027,373

6,027,373

100.00%

0

0

2. Report on purchasing the equity of Dalian Bingshan Metal Technology Co., Ltd.
The directors Mr. Ji Zhijian(holds A shares of 1,413,450 shares), Mrs. Xu Junrao(holds A shares of 925,249 shares), The shareholders Dalian Bingshan Group Co., Ltd.,(holds A shares of 122,083,524 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

60,991,184

60,985,184

99.99%

6,000

0

Including:  A shares

2,461,561

2,455,561

99.76%

6,000

0

B shares

58,529,623

58,529,623

100.00%

0

0

Small and medium-sized shareholders of non-correletive

6,335,123

6,329,123

99.91%

6,000

0

Including:  A shares

307,750

301,750

98.05%

6,000

0

B shares

6,027,373

6,027,373

100.00%

0

0

3. Report on the candidate for directors of the Board of the Company.

 

Number of shares represented (share)

For
(share)

For proportion

Against (share)

Abstention (share)

present shareholders

185,413,407

185,390,507

99.99%

6,000

16,900

Including:  A shares

126,883,784

126,860,884

99.98%

6,000

16,900

B shares

58,529,623

58,529,623

100.00%

0

0

Small and medium-sized shareholders

6,335,123

6,312,223

99.64%

6,000

16,900

Including:  A shares

307,750

284,850

92.56%

6,000

16,900

B shares

6,027,373

6,027,373

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 February 16, 2017.
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’ GeneralMeeting was in line with regulations of the law, legislation and the Articles of Association; theparticipants of the Meeting have lawful and valid qualification; the voting procedures and resultsof 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.

Boardof Directors of Dalian Refrigeration Co., Ltd.
March 8, 2017