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Announcement of Resolutions Adopted at the Fifth Session of the Seventh Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-037
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Fifth Session 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 served in writing on April 11, 2016.
2. This board meeting was held on April 21, 2016, by way of on-site voting.
3. Nine directors were entitled to vote, and all nine directors actually voted.
4. This board meeting was chaired by Mr. Ji Zhijian, Chairman of the Company.
5. 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 Transfer of the Company’s 50% Equity Interest in Dalian Bingshan Security & Leisure Industry Engineering Co., Ltd. to a Subsidiary
To strengthen the ice and snow industry, the Company intends to concurrently transfer its 50% equity interest in Dalian Bingshan Security Leisure Industry Engineering Co., Ltd., held by both the Company and Hong Kong Security Water Conservancy Engineering (China) Co., Ltd., to the Company’s wholly owned subsidiary, Dalian Bingshan Group Engineering Co., Ltd.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Report on the Absorption Merger of a Subsidiary by Another Subsidiary and Capital Increase
The Company proposes to approve the absorption merger of Dalian Bingshan Group Sales Co., Ltd., a subsidiary of the Company, by its wholly owned subsidiary, Dalian Bingshan Group Engineering Co., Ltd. (hereinafter referred to as “Bingshan Engineering”).
The Company intends to concurrently inject RMB 50 million in cash into Bingshan Engineering.
Upon completion of this absorption merger and capital increase, Bingshan Engineering will remain the surviving entity, with the Company’s equity interest unchanged at 100%.
Through this absorption merger and capital increase, the Company will integrate resources and leverage the complementary strengths of its two subsidiaries, transitioning from an equipment vendor to an engineering firm with comprehensive solution-provision capabilities. This will enhance its ability to create added value and expand the sales-and-service segment of the “smile curve.” Furthermore, it will facilitate the smooth upgrade of Bingshan Engineering’s qualifications, enabling the company to strengthen and grow into one of the most highly qualified and capable engineering firms in China’s refrigeration industry.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Report on the Frozen and Refrigerated Joint Venture Project
The Company intends to jointly invest with Panasonic Appliances (China) Co., Ltd., Panasonic Cold Chain (Dalian) Co., Ltd., and Panasonic Compressor (Dalian) Co., Ltd. to establish a joint venture that will provide customers with comprehensive fluorocarbon-based cold-chain system solutions.
The Company intends to contribute RMB 21 million in cash to acquire a 20% equity interest in the joint venture.
On April 11, 2016, the Company’s independent directors provided prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Xu Junrao recused themselves from the deliberation of this proposal.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Company’s First Quarter Report for 2016
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.
2. Opinion of the Independent Directors.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 22, 2016
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Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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