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Announcement of Resolutions Adopted at the Seventh Meeting of the Fifth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2010-003
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Seventh Meeting of the Fifth Board of Directors
| All members of the Company’s Supervisory Board 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. |
The seventh meeting of the fifth session of the Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 21, 2010, in the Company’s eighth-floor conference room. Notice of the meeting was served in writing on April 9, 2010. Nine directors were entitled to vote, and all nine directors attended and voted. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The notice and convening of the meeting complied with applicable laws, regulations, rules, and the Company’s Articles of Association. At this meeting, the following resolutions were reviewed and adopted:
I. Report on the Work of the Board of Directors for the Year 2009;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
II. The Company’s 2009 Annual Financial Settlement Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Proposed Profit Distribution Plan for the Year 2009;
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 65.298 million in 2009. A statutory surplus reserve of RMB 6.530 million, equivalent to 10% of net profit, was appropriated, leaving RMB 58.768 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 299.406 million and deducting the RMB 52.502 million in ordinary dividend payments for 2008 as well as the RMB 24.557 million appropriated as discretionary surplus reserve (20% of net profit), the cumulative amount available for distribution to shareholders totals RMB 281.115 million. Of this amount, RMB 13.060 million was appropriated as discretionary surplus reserve, RMB 52.502 million was distributed as dividends, and the remaining RMB 215.553 million was carried forward for future distribution.
Company’s 2009 dividend proposal:
Based on the total share capital of 350,014,975 shares as of the end of 2009, a cash dividend of RMB 1.50 per 10 shares (inclusive of tax) will be distributed; the cash dividend for B shares will be converted into Hong Kong dollars for payment.
This year, the company will not capitalize its capital reserve to increase share capital.
The foregoing contingency plans shall be submitted to the Company’s 2009 Annual General Meeting for approval.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
IV. Report on the Company’s Routine Related-Party Transactions for the Year 2009 and the Estimated Routine Related-Party Transactions for the Year 2010;
On April 9, 2010, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
In 2009, the total amount of routine related-party transactions between the Company and its affiliates was RMB 436.81 million, representing 87.4% of the projected annual amount for 2009. Specifically, purchases from affiliates of complete sets of project-supporting products totaled RMB 225.07 million, accounting for 86.6% of the projected annual amount; and sales to affiliates of supporting components amounted to RMB 211.74 million, representing 88.2% of the projected annual amount.
Based on the 2009 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2010 to be approximately RMB 480 million, including approximately RMB 250 million for the procurement of complete-set project supporting products from related parties and approximately RMB 230 million for the sale of supporting components to related parties.
Directors Zhang He and Mu Chuanjiang are related directors and recused themselves from the deliberation of the aforementioned matters.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
V. Report on the Appointment of the Company’s Auditor for the Year 2010;
It is proposed to re-engage Zhongzhun Certified Public Accountants LLP as the Company’s auditor for the year 2010. Based on the specific requirements of the audit engagement, it is proposed to pay Zhongzhun Certified Public Accountants LLP an annual audit fee of RMB 650,000 (compared with RMB 550,000 in 2009), with all related audit expenses to be borne by the firm.
On April 9, 2010, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VI. The Company’s 2009 Annual Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VII. The Company’s First-Quarter 2010 Quarterly Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VIII. Self-Evaluation Report on the Company’s Internal Controls;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. Heard the 2009 annual work report submitted by the company’s independent directors;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
X. Report on Authorizing the Company’s Management to Apply for Bank Credit Lines and Loan Limits;
To ensure the Company’s normal production and operational needs, the Company’s management is authorized to arrange, in 2010, comprehensive bank credit facilities with a total amount not exceeding RMB 350 million and loans with a total amount not exceeding RMB 200 million.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
XI. Report on the Formulation of a Management System for Users of External Information;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
XII. Report on the Disposal of Available-for-Sale Financial Assets;
Agree that the Company may, at an appropriate time and through the Shanghai Stock Exchange’s securities trading system, sell its shares in Daxiang Plastics (600346).
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
XIII. Matters Relating to the Convening of the 2009 Annual General Meeting of Shareholders.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 23, 2010
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