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Announcement of Resolutions Adopted at the 12th Meeting of the 6th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2014-023
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 12th 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 served in writing on October 16, 2014.
2. This board meeting was convened by facsimile on October 21, 2014.
3. Nine directors were required 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. The Company’s Third Quarter Report for 2014.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
2. Report on Changes in Accounting Policies.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
3. Report on the Acquisition of Equity in Dalian Bingshan Metal Processing Co., Ltd.
Approve the Company’s acquisition of a 29.94% equity interest in Dalian Bingshan Metal Processing Co., Ltd. held by Sanyo Electric (China) Co., Ltd., at a consideration of RMB 7.7466 million.
Approve the Company’s acquisition of a 4.47% equity interest in Dalian Bingshan Metal Processing Co., Ltd. held by Suntory Corporation, for a consideration of RMB 1,156,600.
Approve the Company’s acquisition of a 1.34% equity interest in Dalian Bingshan Metal Processing Co., Ltd. held by Dawang Industrial Co., Ltd. for RMB 346,700.
Upon completion of the aforementioned equity transfer, the Company will hold 100% of the equity in Dalian Bingshan Metal Processing Co., Ltd.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
4. Report on the Capital Contribution for the Establishment of Bingshan Technical Services (Dalian) Co., Ltd.
The Company proposes to jointly establish Iceberg Technical Services (Dalian) Co., Ltd. (“Iceberg Services”) with Dalian Iceberg International Trading Co., Ltd. (“Iceberg International”). Iceberg Services will have a registered capital of RMB 20 million, with the Company contributing RMB 12 million in cash and holding a 60% equity interest, and Iceberg International contributing RMB 8 million in cash and holding a 40% equity interest.
The aforementioned transaction constitutes a related-party transaction. On October 15, 2014, 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, and Kijima Tadatoshi recused themselves from the deliberation of this proposal.
Approvals: 6; Opposites: 0; Abstentions: 0.
III. Supporting Documents for Review
1. A resolution of the Board of Directors 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.
October 23, 2014