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Announcement of Resolutions Adopted at the Second Meeting of the Seventh Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-017
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Second 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 March 3, 2016.
2. This board meeting was held on March 10, 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 Amendment to the Company Charter (see Attachment 1 for details).
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
This proposal shall be submitted to the Company’s Second Extraordinary General Meeting of 2016 for consideration.
2. Report on Providing Guarantees for the Special Fund of the China Development Bank’s Development Fund.
The China Open Development Fund intends to provide support for the Company’s industrialization base project for cold-chain green and intelligent equipment and services by establishing a special fund for the Company’s controlling shareholder, Dalian Bingshan Group Co., Ltd. (“Bingshan Group”). The amount of the special fund is RMB 160 million, with a term of 10 years and an interest rate of approximately 1.2%. The special fund may be used solely for the development of the Company’s cold-chain green and intelligent equipment and services industrialization business. Accordingly, upon the fund’s availability, Bingshan Group will make a one-time, full disbursement to the Company without any increase in the interest rate.
The implementation of the aforementioned special-purpose fund requires the Company to provide a guarantee. Although formally structured as a guarantee for the controlling shareholder, in practice it serves to secure funding for the Company itself.
The aforementioned transaction constitutes a related-party transaction. On March 3, 2016, the Company’s independent directors provided their 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.
This proposal shall be submitted to the Company’s Second Extraordinary General Meeting of 2016 for consideration.
3. Report on the Signing of a Special Loan Agreement with the Controlling Shareholder.
With respect to the aforementioned special-purpose fund, the Company will enter into a special loan agreement with its controlling shareholder.
The aforementioned transaction constitutes a related-party transaction. On March 3, 2016, the Company’s independent directors provided their 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. Report on the Basic Matters Regarding the Convening of the Second Extraordinary Shareholders’ Meeting of 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.
March 11, 2016
Attachment 1: Report on Amendments to the Company Charter
In accordance with the China Securities Regulatory Commission’s “Guidelines for the Articles of Association of Listed Companies (Revised in 2014),” and in order to further clarify the provisions on online voting at shareholders’ meetings and the separate vote-counting mechanism for small and medium-sized investors, and taking into account the Company’s actual circumstances, the Company hereby makes corresponding amendments to its Articles of Association.
In accordance with the relevant regulations of the China Securities Regulatory Commission governing the external guarantees provided by listed companies and in light of the Company’s actual circumstances, the Company hereby makes corresponding amendments to its Articles of Association.
The specific revisions are as follows:
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Before revision
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After revision
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Article 1.8 External Guarantees
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The Company shall not provide guarantees for its controlling shareholder, other related parties in which the Company holds less than 50% of the equity, or any unincorporated entities or individuals.
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The Company shall not provide any guarantee for any unincorporated entity or individual. The Company’s provision of guarantees for its shareholders, ultimate controllers, and their affiliates shall be subject to approval by the General Meeting of Shareholders.
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Article 4.2 Shareholder Rights
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The common shareholders of the company shall be entitled to the following rights:
1. To receive the dividends, bonuses, and other forms of profit distributions to which they are entitled in accordance with their shareholdings;
2. Attend the shareholders’ meeting in person or appoint an agent to attend on their behalf and exercise voting rights in accordance with the number of shares held;
3. Transfer, donate, or pledge the shares held in accordance with laws, administrative regulations, and the company’s articles of association;
4. To supervise the company’s business operations and to submit recommendations and inquiries;
5. Upon the termination or liquidation of the Company, such person shall be entitled to participate in the distribution of the Company’s remaining assets in proportion to the shares held by it;
6. Have the right to bring an action before a court of competent jurisdiction against any resolution passed by the shareholders’ meeting or the board of directors that violates applicable Chinese laws and regulations or infringes upon the lawful rights and interests of shareholders, seeking an injunction to halt such unlawful acts or infringements;
7. Other rights as provided by laws, regulations, and these Articles of Association.
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The common shareholders of the company shall be entitled to the following rights:
1. To receive dividends and other forms of profit distribution in proportion to the shares held;
2. To request, convene, preside over, attend, or appoint a shareholder proxy to attend the shareholders’ meeting in accordance with the law, and to exercise the corresponding voting rights. ；
3. To supervise the company’s operations and to submit recommendations or raise inquiries;
4. Transfer, donate, or pledge the shares held in accordance with laws, administrative regulations, and the company’s articles of association;
5. Examine the company’s articles of association, register of shareholders, minutes of shareholders’ meetings, resolutions of the board of directors’ meetings, resolutions of the supervisory board’s meetings, and financial accounting reports. ；
6. Upon the termination or liquidation of the Company, each shareholder shall be entitled to participate in the distribution of the Company’s remaining assets in proportion to the shares it holds;
7. Shareholders who object to the resolutions on corporate merger or division adopted by the shareholders’ meeting may request the company to acquire their shares. ；
8. Other rights stipulated by laws, administrative regulations, departmental rules, or the company’s articles of association.
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Article 5.2 Annual and Extraordinary Meetings
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Shareholders’ meetings are divided into annual general meetings and extraordinary general meetings. The shareholders’ meeting shall be held in person at a designated venue. Where, in accordance with applicable regulations, online participation is required, the Company shall promptly provide such online access.
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Shareholders’ meetings are divided into annual general meetings and extraordinary general meetings. The shareholders’ meeting shall be held in person at a designated venue. The Company will also provide online access to facilitate shareholders’ attendance at the General Meeting.
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Article 5.6 Convening of the Shareholders’ Meeting
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The notice of the shareholders’ meeting shall clearly specify the time and procedures for voting via the online platform. The commencement of online voting at the shareholders’ meeting shall not be earlier than the afternoon preceding the in-person meeting. 3:00 and shall be no later than the morning of the day on which the on-site shareholders’ meeting is held. 9:30 , its end time shall not be earlier than the afternoon of the day on which the on-site shareholders’ meeting concludes. 3:00 。
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Article 5.12 Voting Procedures
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When the shareholders’ meeting deliberates on material matters that affect the interests of small and medium-sized investors, votes cast by such investors shall be tallied separately. The results of the separate tally shall be promptly disclosed to the public.
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Article 5.14 Voting on Ordinary Resolutions
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5. Other matters, except those that, pursuant to laws, administrative regulations, or the company’s articles of association, must be approved by a special resolution.
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5. Annual Report of the Company ；
6. Other matters, except those that, pursuant to laws, administrative regulations, or the company’s articles of association, must be approved by a special resolution.
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Article 5.18 Conditions for Motions
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The Board of Directors shall act in the best interests of the Company and its shareholders in reviewing whether shareholder proposals comply with the conditions set forth in the preceding paragraph. Any proposal that meets such conditions and is delivered to the Board at least ten days prior to the publication of the notice convening the General Meeting shall be included on the agenda of the General Meeting and the relevant item shall be specified in the notice. If a proposal meets the conditions but is delivered to the Board less than ten days before the publication of the notice yet no later than ten days before the date of the Annual General Meeting, it shall be treated as an ad hoc supplementary proposal and included on the agenda of the Annual General Meeting. Any proposal that meets the conditions but is not delivered to the Board within the aforementioned time limits shall be included on the agenda of the next General Meeting.
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Holding the company individually or collectively 3% Shareholders of the aforementioned shares may, at the shareholders’ meeting, 10 A temporary proposal shall be submitted in writing to the convener within a specified period. Upon receipt of the proposal, the convener shall… 2 A supplementary notice for the shareholders’ meeting shall be issued on the same day, announcing the contents of the ad hoc proposal.
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Article 6.4 Nominees for Director
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Nominees for directorship may be proposed individually or jointly by the company’s shareholders; in the election for a new board of directors, candidates nominated by the incumbent board of directors may also be considered as directorial nominees.
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Nominations for director candidates shall be made by shareholders of the company, either individually or jointly; at the time of the board’s election for a new term, it shall be The Previous Board of Directors Nominated candidates may also serve as director nominees.
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Article 6.7 Temporary Meeting
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A special meeting of the Board of Directors may, provided that directors are afforded sufficient opportunity to express their views, be conducted by facsimile and resolutions may be adopted thereat, with such resolutions being signed by the directors in attendance.
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The ad hoc meeting of the Board of Directors, while ensuring that directors have ample opportunity to express their views, may use Communication-based voting method To be deliberated and resolved, and signed by the directors in attendance.
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Article 16.7 Entry into Force
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1. These Articles of Association have been approved by a vote of the Company’s Shareholders’ Meeting;
2. The Company has filed the amendment to these Articles of Association with the Dalian Municipal Administration for Industry and Commerce.
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These Articles of Association shall come into effect upon approval by the Company’s General Meeting of Shareholders.
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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