Welcome to the website of Dalian BingShan Group Co., Ltd.!

搜索历史清除全部记录

最多显示8条历史搜索记录噢~

All

All
Product Management
News and Information
Introduction Content
Enterprise outlets
Frequently Asked Questions
Corporate Video
Corporate Brochure

Iceberg Cold & Heat Technology Co., Ltd.

Iceberg Hot and Cold

Harmonious Iceberg, Soaring Dreams

Iceberg Hot and Cold

News Center

NEWS CENTER

Announcement on the Implementation of the Share Structure Reform Plan

Key Points

1. For every 10 shares of tradable A-shares held, shareholders of tradable A-shares will receive a share consideration of 3.0 shares paid by the non-tradable shareholders.

2. The consideration shares received by circulating A-share shareholders in this transaction are exempt from tax.

3. Record date for share registration related to the implementation of the share structure reform plan: January 6, 2006

4. Date on which consideration shares are credited to the accounts of circulating A-share holders: January 9, 2006

5. On January 9, 2006, the nature of the non-tradable shares held by the original non-tradable shareholders was changed to tradable shares subject to sale restrictions.

6. Date of listing and trading of the consideration shares: January 9, 2006

7. With the completion of the share structure reform, the company’s stock, “Daling Shares,” will resume trading on January 9, 2006, at which time the consideration shares will be listed and become tradable. The stock’s abbreviated name will be changed from “Daling Shares” to “G Daling.”

8. On January 9, 2006, the company’s tradable A-shares will not be subject to ex-dividend adjustment for reference pricing, will have no daily price limit, and will not be included in index calculations.

I. Status of Approval of the Share Structure Reform Plan

The share structure reform plan of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company” or “this Company”) was approved by the relevant shareholders’ meeting on December 29, 2005.

II. Share Structure Reform Plan

1. Consideration Arrangement: On the share registration date for the implementation of this plan, all registered circulating A-share shareholders will receive 3.0 shares from the non-circulating shareholders for every 10 circulating A shares held.

2. The consideration shares received by circulating A-share shareholders in this transaction are exempt from tax.

3. Eligible recipients and scope of the consideration shares: All shareholders of the Company’s tradable A-shares registered with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the close of trading on the Shenzhen Stock Exchange on January 6, 2006.

4. Commitments by Non-Tradable Shareholders

In addition to faithfully fulfilling its statutory commitments under applicable laws and regulations, the non-tradable shareholder Dalian Bingshan Group Co., Ltd. hereby makes the following special undertakings: the state-owned shares it holds in Dalian Cold Storage Co., Ltd. shall not be listed for trading or transferred within twelve months from the date on which such shares obtain the right to be listed and traded on the A-share market; and, following the expiration of the aforementioned commitment period, such shares shall not be listed for trading within a further forty-eight months. Furthermore, Dalian Bingshan Group Co., Ltd. undertakes to propose at the annual general meetings for the years 2005 through 2007 resolutions to distribute dividends at a rate no lower than 50% of Dalian Cold Storage Co., Ltd.’s distributable profits for each respective year, and to vote in favor of such resolutions at the relevant general meetings. Upon completion of this share structure reform, Dalian Bingshan Group Co., Ltd. will authorize the board of directors of Dalian Cold Storage Co., Ltd. to promptly formulate and implement, in accordance with applicable national policies and regulations, an equity-based incentive and restraint mechanism for the company’s management.

III. Implementation Progress of the Share Structure Reform Plan

Serial Number	Date	Matters	Whether trading is suspended
1	January 6, 2006	Announcement on the Implementation of the Share Structure Reform Plan	Continue trading suspension
1	January 6, 2006	Record Date for Share Change Resulting from the Implementation of the Share Structure Reform	Continue trading suspension
2	January 9, 2006	The non-tradable shares held by the original non-tradable shareholders have been reclassified as tradable shares subject to sale restrictions.	Resume Trading
		Date on which consideration shares are credited to the accounts of circulating A-share holders
		Stock of “Daling Shares” Resumes Trading; Consideration Shares Now Tradable
		The company’s stock abbreviation has been changed from “Daling Shares” to “G Daling.”
		On that day, the company’s tradable A-shares will not be subject to ex-dividend adjustment for reference pricing, will have no daily price limits, and will not be included in index calculations.
3	January 10, 2006	Trading of the company’s circulating A-shares will now be subject to price fluctuation limits and included in index calculations.	Normal transaction

IV. Implementation Measures for the Consideration Shares Arrangement

The shares paid by non-tradable shareholders to tradable A-share holders shall be automatically credited to the securities accounts of the registered tradable A-share holders as of the share-change registration date specified in the share-split reform plan, in proportion to the number of tradable A-shares held by each such shareholder. Any fractional share resulting from the calculation based on the ratio of consideration shares received by each tradable A-share holder shall be handled in accordance with the procedures for dealing with fractional shares set forth in the “Operational Guidelines for Equity Distribution and Rights Issue Registration Services of Listed Companies Issued by the Shenzhen Branch of China Securities Depository and Clearing Corporation.”

V. Changes in the Company’s Share Capital Structure Before and After the Implementation of the Share Split Reform Plan

Prior to the implementation of this share structure reform plan, the company’s total share capital stood at 350,014,975 shares (including A and B shares). Specifically, non-tradable A-share holders held 136,644,750 non-tradable A shares, representing 39.04% of the company’s total share capital; tradable A-share holders held 98,370,225 tradable A shares, accounting for 28.10% of the total share capital; and B-share holders held 115,000,000 B shares, representing 32.86% of the total share capital.

Following the implementation of this share structure reform plan, the company’s total share capital remains unchanged, with A-shares still totaling 235,014,975. Of these, the number of tradable A-shares subject to sale restrictions totals 107,270,248, representing 30.65% of the company’s total share capital; this includes 107,133,683 tradable A-shares subject to sale restrictions arising from the share structure reform, accounting for 30.61% of the total share capital, as well as 136,564 shares held by senior management, representing 0.04% of the company’s total share capital. The number of unrestricted tradable A-shares stands at 127,744,728, or 36.50% of the company’s total share capital.

VI. Following the implementation of this share structure reform plan, the company’s total share capital will remain unchanged, and its assets, liabilities, shareholders’ equity, earnings per share, and other key financial indicators will also remain unchanged.

VII. Contact Information for Inquiries

Company Department: Securities Department, Dalian Refrigeration Co., Ltd.

Address: No. 888, Southwest Road, Shahekou District, Dalian

Postal Code: 116033

Contact Persons: Ge Yan, Song Wenbao

Contact number: 0411-86538130

Designated fax: 0411-86654530

VIII. Supporting Documents for Review

1. Resolutions of the Shareholders’ Meeting Related to the Share Structure Reform of Dalian Refrigeration Co., Ltd.

2. Legal Opinion on the Shareholders’ Meeting Related to the Share Structure Reform of Dalian Refrigeration Co., Ltd.

Hereby announced.

Dalian Refrigeration Co., Ltd.