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Announcement of Resolutions Adopted at the 2011 Annual General Meeting
| Announcement of Resolutions Adopted at the 2011 Annual General Meeting | |
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Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2012-011
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 2011 Annual General Meeting
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: March 29, 2012
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 March 8, 2012.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of 10 shareholders and their proxies attended the meeting, representing 126.206409 million shares, or 36.06% of the company’s total outstanding voting shares of 350.014975 million.
2. Attendance of A-share Shareholders A total of 8 A-share shareholders and their proxies attended the meeting, representing 79.414868 million shares, or 33.79% of the company’s total A-share voting shares of 235.014975 million.
3. Attendance of B-share Holders
A total of two B-share shareholders and their proxies attended the meeting, representing 46.791541 million shares, or 40.69% of the total voting shares held by B-share shareholders, which amount to 115 million shares.
IV. Review and Voting on Proposals
1. Deliberated and approved the Company’s Board of Directors’ 2011 Annual Work Report;
Approved: 126,206,409 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,414,868 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,791,541 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
2. Deliberated and approved the 2011 Work Report of the Company’s Supervisory Board;
Approved: 126,206,409 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,414,868 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,791,541 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
3. Deliberated and approved the Company’s 2011 Annual Financial Settlement Report;
Approved: 126,206,409 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,414,868 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,791,541 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
4. Deliberated and approved the Company’s 2011 Profit Distribution Plan;
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 67.533 million in 2011. A statutory surplus reserve of RMB 6.753 million, representing 10% of net profit, was appropriated, leaving RMB 60.780 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 295.017 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2010 and the RMB 17.659 million appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 285.636 million. Of this amount, RMB 13.507 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 219.627 million was carried forward for future distribution.
Company’s 2011 dividend distribution plan:
Based on the total share capital of 350,014,975 shares as of the end of 2011, 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.
Approved: 126,206,409 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,414,868 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,791,541 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
5. Deliberated and approved the Report on the Estimated Amount of the Company’s Routine Related-Party Transactions for the Year 2012;
Based on the 2011 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2012 to be approximately RMB 545 million, including approximately RMB 300 million for the procurement of complete-set project supporting products from related parties and approximately RMB 245 million for the sale of supporting components to related parties.
This transaction constitutes a related-party transaction, and the related parties with an interest in such transaction have waived their voting rights on the proposal at the shareholders’ meeting. Accordingly, Dalian Bingshan Group Co., Ltd. recused itself from voting. Directors Zhang He and Mu Chuanjiang also recused themselves from voting. After deducting the 76,855,683 shares of voting rights held by Dalian Bingshan Group Co., Ltd. and the 62,790 shares of voting rights held by the aforementioned two directors, the total voting rights represented by the non-related shareholders present amounted to 49,287,936 shares. Of these, non-related A-share shareholders held 2,496,395 shares of voting rights, while non-related B-share shareholders held 46,791,541 shares of voting rights.
Approved: 49,287,936 shares, representing 100% of the voting rights held by non-affiliated shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share holders approved 2,496,395 shares, representing 100% of the voting rights held by non-affiliated A-share holders present; opposed: 0 shares; abstained: 0 shares. B-share holders approved 46,791,541 shares, representing 100% of the voting rights held by non-affiliated B-share holders present; opposed: 0 shares; abstained: 0 shares.
6. Deliberated and approved the report on the appointment of the company’s 2012 audit firm;
The Company hereby re-appoints Zhongzhun Certified Public Accountants LLP as its auditor for the year 2012 to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, the annual audit fees payable to Zhongzhun Certified Public Accountants LLP shall amount to RMB 770,000 (RMB 650,000 in 2011) for the audit of the financial statements and RMB 385,000 for the audit of internal controls; any other expenses incurred in connection with the audit shall be borne by the firm.
Approved: 126,206,409 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,414,868 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,791,541 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
7. Heard the 2011 annual work report submitted by the company’s independent directors;
8. Deliberated and approved the 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 Board of Directors hereby authorizes Chairman Zhang and Chief Financial Officer Xu Junrao to arrange, in 2012, bank comprehensive credit facilities with a total amount not exceeding RMB 500 million and loans with a total amount not exceeding RMB 200 million.
Approved: 126,206,409 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,414,868 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,791,541 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
For detailed information on the aforementioned matters under review, please refer to the Company’s announcements on resolutions of the Board of Directors, resolutions of the Supervisory Committee, and routine related-party transactions, which were published on March 8, 2012, in the China Securities Journal and the Hong Kong Commercial Daily.
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 attorneys are of the opinion that the convening and holding of the Company’s current shareholders’ meeting comply with the provisions of applicable laws, regulations, and the Company’s Articles of Association; that the qualifications of the persons attending 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.
March 30, 2012
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