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

Harmonious Iceberg, Soaring Dreams


Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2013

Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2013
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-004
 
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2013
 
The Company and all members of the Board of Directors hereby certify that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
 
I. Important Notice
No proposals were added, rejected, or amended during the course of this meeting.
II. Status of the Meeting
1. Date of convening: February 5, 2013
2. Meeting Location: Conference Room on the 8th Floor of the Company
3. Voting Method: On-site Voting
4. Convenor: The Company’s Board of Directors
5. Host: Zhang He
6. The convening of the meeting complies with the provisions of the Company Law, the Stock Listing Rules, and the Articles of Association. Notice of the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on January 19, 2013.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of 11 shareholders and their proxies attended the meeting, representing 113,804,936 shares, or 32.51% of the company’s total outstanding voting shares of 350,014,975.
2. Attendance of A-share Shareholders
A total of seven A-share shareholders and their proxies attended the meeting, representing 76.933588 million shares, or 32.74% of the company’s total 235.014975 million voting A-shares.
3. Attendance of B-share Holders
A total of four B-share shareholders and their proxies attended the meeting, representing 36.871348 million shares, or 32.06% of the company’s total 115 million voting B shares.
IV. Review and Voting on Proposals
1. The following individuals were elected as directors of the Company’s Sixth Board of Directors: Xiao Yongqin, Wang Jian, Liu Kai, Wang Zhiqiang, Rong Yan, Nagasawa Shuji, Wang Huiquan, Xing Tiancai, and Liu Caiping.
(1) Elect Xiao Yongqin as a director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(2) Elect Wang Jian as a director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(3) Elect Liu Kai as a director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(4) Elect Wang Zhiqiang as a director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(5) Elect Rong Yan as a director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(6) Elect Hideo Nagasawa as a director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(7) Elect Wang Huiquan as an independent director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(8) Elect Xing Tiancai as an independent director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(9) Elect Liu Caiping as an independent director of the company.
Approved: 113,804,936 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,871,348 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
   

2. The sixth session of the Company’s Supervisory Board was elected, with shareholder representatives Mao Chunhua and Ma Yun serving as supervisors. In addition, Yu Fuchun was elected as a supervisor by the Company’s Employees’ Congress.
(1) Elect Mao Chunhua as the company’s supervisor.
Approval was granted for 113,701,436 shares, representing 99.91% of the voting rights held by shareholders present; 103,500 shares were opposed; and no shares were abstained from. Specifically: A-share shareholders approved 76,933,588 shares, representing 100% of the voting rights held by A-share shareholders present; no shares were opposed; and no shares were abstained from. B-share shareholders approved 36,767,848 shares, representing 99.72% of the voting rights held by B-share shareholders present; 103,500 shares were opposed; and no shares were abstained from.
(2) Elect Jack Ma as the company’s supervisor.
Approval was granted for 112,904,488 shares, representing 99.21% of the voting rights held by shareholders present; 900,448 shares were opposed; and no shares were abstained from. Specifically: A-share holders approved 76,933,588 shares, representing 100% of the voting rights held by A-share holders present; no shares were opposed; and no shares were abstained from. B-share holders approved 35,970,900 shares, representing 97.56% of the voting rights held by B-share holders present; 900,448 shares were opposed; and no shares were abstained from.
For detailed information on the aforementioned matters under review, please refer to the Company’s Board of Directors’ Resolution Announcement and Supervisory Board’s Resolution Announcement, which were published in the China Securities Journal and the Hong Kong Commercial Daily on January 19, 2013.
V. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys: Bao Jingxin and Ma Nan
3. Concluding Opinion:
“The firm’s counsel is of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the applicable laws, regulations, and the provisions of the Company’s Articles of Association; that the qualifications of the persons present at the meeting and of the convener are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.”
 
                      
Board of Directors, Dalian Refrigeration Co., Ltd.
February 6, 2013

 

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