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Announcement of Resolutions Adopted at the 2010 Annual General Meeting
| Announcement of Resolutions Adopted at the 2010 Annual General Meeting | |
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Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2011-008
Dalian Refrigeration Co., Ltd.
No proposals were added, rejected, or amended during the course of this meeting. II. Status of the Meeting 1. Date of convening: May 12, 2011 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 April 15, 2011. III. Attendance at the Meeting 1. Overall Attendance情况 A total of 12 shareholders and their proxies attended the meeting, representing 147.50999 million shares, or 42.14% of the company’s total outstanding voting shares of 350.014975 million. 2. Attendance of A-share Shareholders A total of 10 A-share shareholders and their proxies attended the meeting, representing 95.520672 million shares, or 40.64% 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 51.989318 million shares, or 45.21% 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 2010 Work Report of the Company’s Board of Directors; Approved: 147,509,990 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 95,520,672 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 51,989,318 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares. 2. Deliberated and approved the 2010 Work Report of the Company’s Supervisory Board; Approved: 147,509,990 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 95,520,672 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 51,989,318 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 2010 Annual Financial Settlement Report; Approved: 147,509,990 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 95,520,672 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 51,989,318 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 2010 Profit Distribution Plan; According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 88.294 million in 2010. A statutory surplus reserve of RMB 8.829 million, equivalent to 10% of the net profit, was appropriated, leaving RMB 79.465 million available for distribution to shareholders. Adding this amount to the undistributed profits at the beginning of the year, which totaled RMB 281.114 million, and deducting the RMB 52.502 million in ordinary share dividends paid for 2009 as well as the RMB 13.060 million appropriated as an discretionary surplus reserve at a rate of 20%, the cumulative profit available for distribution to shareholders amounted to RMB 295.017 million. Of this amount, RMB 17.659 million was appropriated as an additional discretionary surplus reserve at a rate of 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 224.856 million was carried forward for future distribution. Company’s 2010 Dividend Distribution Plan: Based on the total share capital of 350,014,975 shares as of the end of 2010, 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. The Company will not capitalize its capital reserve to increase share capital this year. Approved: 147,509,990 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 95,520,672 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 51,989,318 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 Routine Related-Party Transactions for the Company’s 2011 Fiscal Year; Based on the 2010 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2011 to be approximately RMB 450 million, comprising approximately RMB 230 million in purchases of complete-system supporting products from related parties and approximately RMB 220 million in sales 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 non-related shareholders present at the meeting amounted to 70,591,517 shares. Of these, non-related A-share shareholders held 18,602,199 shares of voting rights, while non-related B-share shareholders held 51,989,318 shares of voting rights. Approved: 70,591,517 shares, representing 100% of the voting rights held by non-affiliated shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share holders approved 18,602,199 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 51,989,318 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 2011 audit firm; The engagement of Zhongzhun Certified Public Accountants LLP as the Company’s auditor for the year 2011 is hereby renewed. In accordance with the specific requirements of the audit engagement, an annual audit fee of RMB 650,000 shall be paid to Zhongzhun Certified Public Accountants LLP (the same amount as in 2010), and any related expenses incurred in connection with the audit shall be borne by the firm. Approved: 147,509,990 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 95,520,672 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 51,989,318 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares. 7. Heard the 2010 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 2011, comprehensive bank credit facilities with a total amount not exceeding RMB 500 million and loans with a total amount not exceeding RMB 200 million. Approved: 147,509,990 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 95,520,672 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 51,989,318 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 April 15, 2011, 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 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 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 the results of the vote are lawful and valid.”
Board of Directors, Dalian Refrigeration Co., Ltd. |
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