Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

Iceberg Hot and Cold

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Announcement of Resolutions Adopted at the Second Extraordinary General Meeting of Shareholders in 2016

Announcement of Resolutions Adopted at the Second Extraordinary General Meeting of Shareholders in 2016
Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2016-022
                                  
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Second Extraordinary General Meeting of Shareholders in 2016
 
The Company and all members of the Board of Directors hereby warrant that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
 
Special Note : No proposals were added, rejected, or amended at this shareholders’ meeting, nor were any resolutions passed at the previous shareholders’ meeting altered.
   
I. Meeting Convening and Attendance
(1) Status of the Meeting
1. Date and Time of the Meeting
In-person meeting: Tuesday, March 29, 2016, at 3:30 p.m.
Online voting: March 28, 2016 – March 29, 2016. Among them:
(1) The specific time for online voting via the Shenzhen Stock Exchange trading system is from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on March 29, 2016.
(2) The specific period for online voting via the Shenzhen Stock Exchange’s Internet Voting System is any time between 3:00 p.m. on March 28, 2016, and 3:00 p.m. on March 29, 2016.
2. Venue for the on-site meeting: Conference Room on the 8th Floor of the Company
3. Voting Method: A combination of in-person voting at the meeting and online voting.
4. Convenor: The Company’s Board of Directors
5. Host: Ji Zhijian
6. The convening of the meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
The notice convening this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on March 11, 2016. The preliminary announcement regarding the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on March 23, 2016.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 16 shareholders and their proxies attended the meeting, representing 121,988,671 shares with voting rights, or 33.87% of the company’s total outstanding shares with voting rights of 360,164,975.
Among them:
A total of 12 shareholders and their proxies attended the on-site meeting, representing 121,978,771 shares with voting rights, or 33.87% of the company’s total outstanding shares with voting rights of 360,164,975.
A total of four shareholders and their proxies attended the meeting via online voting, holding 9,900 shares with voting rights, representing 0.0027% of the company’s total outstanding shares with voting rights of 360,164,975.
2. Attendance of A-share Shareholders
A total of 12 A-share shareholders and their proxies attended the meeting, representing 83,231,923 shares with voting rights, or 33.95% of the company’s total 245,164,975 A-share voting shares.
Among them:
A total of 9 A-share shareholders and their proxies attended the on-site meeting, representing 83,225,223 shares with voting rights, or 33.95% of the company’s total 245,164,975 A-share voting shares.
A total of three A-share shareholders and their proxies attended the meeting via online voting, holding 6,700 voting shares, which represent 0.0027% of the company’s total 245,164,975 A-share voting shares.
3. Attendance of B-share Holders
A total of four B-shareholders and their proxies attended the meeting, representing 38,756,748 voting shares, or 33.70% of the company’s total 115,000,000 voting B-shares.
Among them:
A total of three B-share shareholders and their proxies attended the on-site meeting, representing 38,753,548 voting shares, or 33.70% of the company’s total of 115,000,000 voting B-shares.
A total of one B-share shareholder and their proxy attended the meeting via online voting, holding 3,200 voting shares, which represents 0.0028% of the company’s total of 115,000,000 voting B-shares.
4. Attendance of Other Personnel
Certain directors, supervisors, and senior management personnel of the company, as well as the witnessing attorney, attended the meeting.
II. Status of Deliberation and Voting on the Proposal
1. Voting Method for Proposals: Proposals at this shareholders’ meeting will be voted on through a combination of in-person voting and online voting.
2. The shareholders and their proxies in attendance at this shareholders’ meeting reviewed the agenda items and, following individual voting on each item, adopted the following resolutions:
1. Report on Amendments to the Company Charter
 
Voting rights held (shares)
Approved (shares)
Approval rate
Oppose (shares)
Abstentions (shares)
All shareholders in attendance
One hundred twenty-one million nine hundred eighty-eight thousand six hundred seventy-one
One hundred twenty-one million nine hundred eighty-eight thousand six hundred seventy-one
100%
0
0
Among them: A-share shareholders
Eighty-three million two hundred thirty-one thousand nine hundred twenty-three
Eighty-three million two hundred thirty-one thousand nine hundred twenty-three
100%
0
0
B-share shareholders
38,756,748
38,756,748
100%
0
0
Shareholders holding less than 5% of the shares
6,631,488
6,631,488
100%
0
0
Among them: A-share shareholders
2,876,240
2,876,240
100%
0
0
B-share shareholders
3,755,248
3,755,248
100%
0
0
2. Report on Providing Guarantees for the Special Fund of the China Development Bank’s Development Fund
Directors Ji Zhijian and Xu Junrao, as well as shareholder Dalian Bingshan Group Co., Ltd., are all related parties and recused themselves from voting on this proposal.
 
Voting rights held (shares)
Approved (shares)
Approval rate
Oppose (shares)
Abstentions (shares)
Non-affiliated shareholders in attendance
40,027,188
40,027,188
100%
0
0
Among them: A-share non-affiliated shareholders
1,270,440
1,270,440
100%
0
0
Non-affiliated shareholders of B shares
38,756,748
38,756,748
100%
0
0
Non-affiliated shareholders holding less than 5% of the shares
5,525,688
5,525,688
100%
0
0
Among them: A-share non-affiliated shareholders
1,770,440
1,770,440
100%
0
0
Non-affiliated shareholders of B shares
3,755,248
3,755,248
100%
0
0
For details of the proposal, please refer to the Company’s announcement on the resolutions of the Board of Directors, published on March 11, 2016 in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
III. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys: Bao Jingxin and Ma Nan
3. Conclusive Opinion:
“The firm’s attorneys are of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, and the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.”
IV. Supporting Documents for Review
1. The resolution of the shareholders’ meeting, signed and confirmed by the directors in attendance and the minute keeper, and sealed with the board’s official seal;
2. Legal Opinion;
3. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of Dalian Refrigeration Co., Ltd.
March 30, 2016
 

 

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