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Announcement of Resolutions Adopted at the 17th Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2015-030
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 17th Meeting of the Sixth 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 May 28, 2015.
2. This board meeting was held on June 4, 2015, 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. Proposal on the Company’s Compliance with the Conditions for a Non-public Issuance of A-shares.
In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, and the Measures for the Administration of Securities Issuance by Listed Companies and the Detailed Rules for the Implementation of Non-public Issuance of Shares by Listed Companies, as promulgated by the China Securities Regulatory Commission, together with other relevant laws, regulations, rules, and normative documents, and after a item-by-item self-examination of the Company’s actual operating conditions and related matters in light of the requirements for non-public issuance of shares, the Board of Directors has determined that the Company meets the conditions for a non-public issuance of Renminbi ordinary shares (A-shares) to specific investors.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Proposal on the Company’s Non-public Issuance of A Shares.
The Company’s Board of Directors has reviewed and approved, item by item, the proposed non-public issuance of Renminbi ordinary shares (A shares), as follows:
(1) Issuance Method
This issuance will be conducted through a non-public offering, whereby shares are issued to specific investors within the validity period of the approval document issued by the China Securities Regulatory Commission.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(2) The type and par value of the shares to be issued in this offering
The shares to be issued in this offering are domestically listed Renminbi ordinary shares (A shares), with a par value of RMB 1.00 per share.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(3) The number of shares to be issued this time
The number of shares to be issued in this non-public offering shall not exceed 38,436,050 shares (inclusive). Within this cap, the final number of shares to be issued shall be determined by the Board of Directors, upon authorization from the Shareholders’ Meeting, through consultation with the sponsor (lead underwriter) based on actual subscription results. If, between the pricing benchmark date and the issuance date, the Company declares dividends, issues bonus shares, capitalizes reserves to increase share capital, or undertakes any other rights- or dividend-adjusting actions, the upper limit on the number of shares to be issued in this non-public offering shall be adjusted accordingly, based on the total funds to be raised and the post-adjustment issue price.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(4) Issuance Targets
The subscribers to this non-public offering shall be investors who comply with applicable laws, regulations, and the provisions of the China Securities Regulatory Commission, including mutual fund management companies, securities firms, trust investment companies, finance companies, insurance institutional investors, asset management companies, qualified foreign institutional investors, other domestic corporate investors, and natural persons, with the total number of such specific investors not exceeding ten.
Investment fund management companies and other entities that subscribe using two or more funds under their management shall be deemed a single subscriber. Trust companies, when acting as subscribers, may only subscribe with their own funds.
The specific subscribers shall be determined by the Board of Directors, upon authorization from the Shareholders’ Meeting, following the approval of this non-public offering by the China Securities Regulatory Commission, in accordance with the Provisions on the Implementation of Non-Public Offerings of Shares by Listed Companies and based on the specific subscription bids submitted by the subscribers.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(5) Subscription Method
All subscribers shall subscribe for the shares in this offering in cash at the same price.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(6) Place of Listing
Upon the expiration of the lock-up period, the shares issued in this offering will be applied for listing and trading on the Shenzhen Stock Exchange.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(7) Price of Shares Issued and Pricing Principles
The pricing benchmark date for this non-public offering is the date of the announcement of the resolution passed at the 17th meeting of the Company’s Sixth Board of Directors, namely June 5, 2015. The issue price for this non-public offering shall not be lower than 90% of the average trading price of the Company’s shares over the 20 trading days preceding the pricing benchmark date (where the average trading price over the 20 trading days preceding the pricing benchmark date is calculated as the total share trading value over such period divided by the total share trading volume over such period), which equates to no less than RMB 15.09 per share. The final issue price will be determined through negotiation between the Company’s Board of Directors and the sponsor (lead underwriter) based on the bidding results, in accordance with the Implementation Rules for Non-Public Offerings of Shares by Listed Companies and other relevant regulations, following the Company’s receipt of the approval document from the China Securities Regulatory Commission for this offering.
If, between the pricing benchmark date and the issuance date, the company’s shares undergo any rights adjustments or dividend distributions, such as cash dividends, stock dividends, or capitalization of capital reserves into share capital, the floor price for this offering will be adjusted accordingly.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(8) Lock-up Period for Issued Shares
Shares subscribed by investors shall not be transferred within 12 months from the date of completion of the offering; thereafter, such shares shall be subject to the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(9) Use of Proceeds
The total proceeds from this offering, including issuance expenses, shall not exceed RMB 580 million. After deducting issuance expenses, the proceeds will be allocated to the following projects:
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Project
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Total project investment (in ten thousand yuan)
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Proposed Use of Raised Funds (in RMB 10,000)
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Company Relocation and Renovation Project
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93,500
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58,000
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The net proceeds from this offering will not exceed the funding requirements of the projects. If the actual proceeds raised in this offering are insufficient to cover the full investment needs of the aforementioned projects, the shortfall will be financed by the Company through its own internal resources. Should the timing of the receipt of the proceeds from this offering differ from the implementation schedule of the projects, the Company may, based on actual circumstances, make initial investments using other funds and, upon the receipt of the proceeds, reimburse such preliminary expenditures in accordance with applicable laws, regulations, and procedures.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(10) Plan for the disposition of retained earnings accumulated prior to this offering
Upon completion of this non-public offering of shares, in order to balance the interests of both new and existing shareholders, the company’s accumulated undistributed profits as of the date prior to the non-public offering shall be shared by all shareholders, both new and existing.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(11) Term of Validity of the Resolution
The validity period of the resolution on this share issuance shall be 12 months from the date on which the issuance plan is submitted to and approved by the shareholders’ meeting.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Proposal on the Preliminary Plan for the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.
“Proposal for the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.”; please refer to the Cninfo website for details. http://www.cninfo.com.cn 。
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Proposal on the Feasibility Study Report on the Use of Funds Raised through the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.
“Feasibility Study on the Use of Funds Raised through the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.”; for details, please refer to the CNINFO website at http://www.cninfo.com.cn.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. Proposal on the “Management System for Funds Raised by Dalian Refrigeration Co., Ltd.”
“Management System for Funds Raising of Dalian Refrigeration Co., Ltd.”; please refer to the Cninfo website for details. http://www.cninfo.com.cn 。
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Proposal on the Company’s Exemption from Preparing a Report on the Use of Previously Raised Funds.
More than five fiscal years have elapsed since the proceeds from the Company’s previous fundraising were received and utilized. In accordance with the relevant provisions of Document No. [2007]500 issued by the China Securities Regulatory Commission, “Regulations on the Preparation of Reports on the Use of Proceeds from Previous Fundraising,” the Company is not required to prepare a report on the use of proceeds from its previous fundraising in connection with this non-public issuance of A-shares.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
7. Proposal to submit to the Shareholders’ Meeting for authorization of the Board of Directors to handle all matters related to this non-public issuance of A-shares.
In accordance with the Company Law, the Securities Law, the Measures for the Administration of Securities Issuance by Listed Companies, and other relevant laws and regulations, as well as the provisions of the Company’s Articles of Association, the Board of Directors proposes to submit to the Shareholders’ Meeting a resolution authorizing the Board of Directors to exercise full discretion in handling all specific matters related to this non-public issuance of A-shares, including, but not limited to:
(1) Authorize the Board of Directors to formulate and implement the specific plan for this non-public issuance of shares in light of the particular circumstances, including, but not limited to, determining and adjusting the timing of the issuance, the issuance schedule, the subscription procedures, the list of investors to be solicited for price inquiries, the issue price, the number of shares to be issued, the amount of funds to be raised, and the selection of subscribers;
(2) Authorize the Board of Directors to amend, supplement, execute, submit, file, and implement all agreements and documents arising in the course of this non-public issuance of shares by the Company, including, but not limited to, underwriting and sponsorship agreements, the preliminary plan for the non-public issuance of shares, agreements related to projects funded by the proceeds of the offering, material contracts entered into during the implementation of such projects, and various other announcements or agreements;
(3) Authorize the Board of Directors to handle all filing matters related to this non-public issuance of shares, including, but not limited to: applying to the relevant government authorities, regulatory agencies, stock exchanges, and securities registration and clearing institutions for approval, registration, filing, ratification, and consent with respect to this issuance;
(4) The Board of Directors is authorized, in accordance with the requirements of the relevant authorities and the actual conditions of the securities market, and within the scope permitted by applicable laws and regulations, to advance the implementation of the investment projects to be funded by the proceeds of this non-public offering using self-raised funds prior to the completion of the offering; furthermore, within the limits of the resolutions passed at the Shareholders’ Meeting, the Board may make appropriate arrangements and adjustments with respect to the investment amounts for such projects, the specific investment plans, and the methods of capital injection from the raised funds.
(5) Authorize the Board of Directors to engage underwriting institutions (lead underwriters) and other intermediary agencies;
(6) Authorize the Board of Directors to amend the relevant provisions of the Company’s Articles of Association and to handle the corresponding industrial and commercial registration changes in accordance with the results of this actual non-public issuance of shares;
(7) Authorize the Board of Directors, upon completion of this non-public offering of shares, to handle all matters related to the registration of the shares issued in this non-public offering with the Securities Registration and Clearing Corporation, their listing on the Shenzhen Stock Exchange, and the imposition of share lock-up restrictions.
(8) In the event that the securities regulatory authority issues new regulations on non-public issuance of shares or if market conditions change, except for matters that, pursuant to applicable laws, regulations, and the Articles of Association, must be re-submitted to the Shareholders’ Meeting for approval, the Board of Directors is authorized to make appropriate adjustments to the proposed non-public issuance of shares in accordance with the securities regulatory authority’s new policies and requirements (including any review feedback on this issuance application) and with prevailing market conditions.
(9) Within the scope permitted by laws, regulations, normative documents, and the Company’s Articles of Association, authorize the Board of Directors to handle other matters related to the filing, issuance, and listing of the non-public offering of shares.
(10) This authorization shall be valid for a period of 12 months from the date on which it is approved by the Shareholders’ Meeting.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
8. Proposal on the “Shareholder Return Plan of Dalian Refrigeration Co., Ltd. for the Next Three Years (2015–2017).”
“Shareholder Return Plan of Dalian Refrigeration Co., Ltd. for the Next Three Years (2015–2017),” see Cninfo for details. http://www.cninfo.com.cn 。
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. Report on the Acquisition of Equity in Dalian Sanyo High-Efficiency Refrigeration Systems Co., Ltd.
The Company proposes to acquire a 30% equity interest in Dalian Sanyo High-Efficiency Refrigeration Systems Co., Ltd. (“Sanyo High-Efficiency”) held by Sanyo Electric Co., Ltd. for RMB 26,993,388.94.
Upon completion of this equity transfer, the Company will hold a 55% equity interest in Sanyo High Efficiency, which will be included in the Company’s consolidated financial statements.
The aforementioned transaction constitutes a related-party transaction. On May 27, 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 Noriaki Kobayashi and Tadatoshi Kijima recused themselves from the deliberation.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
10. Report on the By-election of Members of the Company’s Board of Directors’ Special Committees.
Elect Wang Yan (Independent Director) as a member of the Company’s Audit Committee and the Compensation and Assessment Committee of the Board of Directors.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
11. Report on Matters Relating to the Convening of the Second Extraordinary General Meeting of Shareholders for 2015.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Among the foregoing proposals, Proposals 1, 2, 3, 4, 7, and 8 still require approval at the Company’s Second Extraordinary General Meeting of 2015.
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 5, 2015
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