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Announcement of Resolutions Adopted at the 18th Meeting of the 6th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2015-038
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 18th Meeting of the 6th 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 16, 2015.
2. This board meeting was held on June 24, 2015, by way of in-person 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 Acquisition of Equity in Wuhan New World Refrigeration Industry Co., Ltd.
The Company proposes to acquire a 49% equity interest in Wuhan New World Refrigeration Industry Co., Ltd. (“Wuxin Refrigeration”) for RMB 66,694,510.81. Specifically, the Company will acquire a 19% equity interest in Wuxin Refrigeration held by Dalian Bingshan Group Co., Ltd. for RMB 25,861,136.84, and a 30% equity interest in Wuxin Refrigeration held by Sanyo Electric Co., Ltd. for RMB 40,833,373.97. Upon completion of this equity acquisition, the Company will hold a 100% equity interest in Wuxin Refrigeration.
The aforementioned transaction constitutes a related-party transaction. On June 15, 2015, 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, Xu Junrao, Liu Kai, Kobayashi Noriaki, and Kijima Tadatoshi recused themselves from the deliberation.
Approved: 4 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Report on Housing Rental.
The Company shall lease Building No. 6 of its workshop, located at No. 106 Liaohe East Road, Dalian Development Zone, to Lingzhong Bingshan Refrigeration (Dalian) Co., Ltd. for a leased area of 15,259.04 square meters, with an annual rent of RMB 4.2 million, for a lease term ending on July 16, 2029.
The aforementioned transaction constitutes a related-party transaction. On June 15, 2015, 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.
Approved: 7 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.
June 25, 2015