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Announcement of Resolutions Adopted at the Sixth Meeting of the Seventh Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-048
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Sixth Meeting of the Seventh Board of Directors
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The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
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I. Status of Board Meetings
1. Notice of this Board of Directors meeting was issued in writing on June 27, 2016.
2. This board meeting was held on July 5, 2016, by way of written resolution.
3. Nine directors were entitled to vote, and all nine directors actually voted.
4. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1. Report on the Acquisition of Equity in Dalian Bingshan Lingshi Quick-Freezing Equipment Co., Ltd.
Dalian Bingshan Lingshi Quick-Freezing Equipment Co., Ltd. (“Bingshan Lingshi”) was established through joint investment by the Company and Rinko Seiki Industrial Co., Ltd. of Japan (“Japanese Rinko Seiki”). The Company holds a 95% equity interest in Bingshan Lingshi, while Japanese Rinko Seiki holds a 5% equity interest.
To effectively integrate resources and establish the company as a manufacturing base for quick-freezing equipment, the company proposes to acquire a 5% equity interest in Bingshan Lingshi held by Japan’s Ryōsetsu for RMB 1,859,709.19.
Upon completion of this equity transfer, Bingshan Lingshe will become a wholly owned subsidiary of the Company.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Report on the Capital Increase for Bingshan Lingse Following Completion of the Equity Transfer.
Following completion of the aforementioned equity transfer, the Company intends to inject RMB 30 million in cash into Bingshan Lingshe. Prior to this capital increase, Bingshan Lingshe’s registered capital stood at RMB 27,578,709.43. Upon completion of the capital increase, Bingshan Lingshe’s registered capital will be increased to RMB 57,578,709.43.
The proceeds from this capital increase will be used for technological upgrading of BingShan LingShe’s process equipment, construction of new factory facilities, and replenishment of working capital, thereby providing strong support for BingShan LingShe to expand its operations and enhance the market competitiveness of its products.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Report on the Appointment of the Company’s Securities Affairs Representative.
The Company’s Board of Directors has appointed Ms. Du Yu as the Company’s Securities Affairs Representative to assist the Secretary of the Board, with a term of office from the date of approval at this Board meeting until the expiration of the current term of the Board. Mr. Song Wenbao, the Company’s Secretary of the Board, will no longer concurrently serve as the Securities Affairs Representative.
For detailed information, please refer to the “Announcement of Dalian Refrigeration Co., Ltd. on the Appointment of a Securities Affairs Representative,” which was disclosed concurrently with this announcement.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Report on Using Raised Funds to Replace Prior Investments.
The Company proposes to use the proceeds from the fundraising, totaling RMB 87.5971 million, to replace the self-funded capital that was previously invested in the fund-raising investment projects.
For detailed information, please refer to the “Announcement of Dalian Refrigeration Co., Ltd. on Using Raised Funds to Replace Prior Investments,” which was disclosed concurrently with this announcement.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. Report on Changing the Method of Depositing Temporarily Idle Raised Funds.
To enhance the efficiency of the use of raised funds and appropriately increase the income generated from their deposit, and in light of the schedule for the utilization of such funds—provided that the use of the raised funds is not affected and the committed investment destinations are fully respected—the Company proposes to place RMB 80 million of temporarily idle raised funds in the form of large-denomination time deposits for a term of six months.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Supporting Documents for Review
1. A board resolution signed by the directors in attendance and sealed with the board’s official seal.
Board of Directors, Dalian Refrigeration Co., Ltd.
July 6, 2016
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