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Announcement of Resolutions Adopted at the Second Extraordinary General Meeting of Shareholders in 2009
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Second Extraordinary General Meeting of Shareholders in 2009
| 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. |
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: July 27, 2009
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 Wenhui Daily on July 9, 2009.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of six shareholders and their proxies attended the meeting, representing 112,014,515 shares, or 32.00% of the company’s total outstanding shares with voting rights, which amount to 350,014,975 shares.
2. Attendance of A-share Shareholders
A total of four A-share shareholders and their proxies attended the meeting, representing 76.931635 million shares, or 32.73% 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 35.08288 million shares, or 30.51% of the total voting shares held by B-share shareholders, which amount to 115 million shares.
IV. Review and Voting on Proposals
The following resolutions were reviewed and adopted at this meeting:
1. Elect Wang Huiquan as an independent director on the Company’s Fifth Board of Directors.
Approved: 112,014,515 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,931,635 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,082,880 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
2. Elect Xing Tiancai as an independent director on the Company’s Fifth Board of Directors.
Approved: 112,014,515 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,931,635 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,082,880 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 Board of Directors’ Resolution Announcement published on July 9, 2009, in the China Securities Journal and the Wen Wei Po.
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. Conclusive Opinion: “The attorneys of this firm are of the opinion that the convening and conduct 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.
July 28, 2009