Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2017-009
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2017
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.
Special Note: No proposals were added, rejected, or amended at this shareholders’ meeting, nor were any resolutions previously adopted at prior shareholders’ meetings subject to amendment.
I. Meeting Convening and Attendance
(1) Status of the Meeting
1. Date and Time of the Meeting
On-site Meeting: Tuesday, March 7, 2017, at 3:30 p.m.
Online voting: March 6, 2017 – March 7, 2017. Among them:
(1) The specific time for online voting via the Shenzhen Stock Exchange trading system is from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on March 7, 2017.
(2) The specific period for online voting via the Shenzhen Stock Exchange’s Internet Voting System is any time between 3:00 p.m. on March 6, 2017, and 3:00 p.m. on March 7, 2017.
2. Venue for the on-site meeting: Conference Room on the 8th Floor of the Company
3. Voting Method: A combination of in-person voting at the meeting and online voting.
4. Convenor: The Company’s Board of Directors
5. Host: Ji Zhijian
6. The convening of the meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
The notice convening this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on February 16, 2017.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 17 shareholders and their proxies attended the meeting, representing 185,413,407 shares with voting rights, or 30.31% of the company’s total outstanding shares with voting rights of 611,776,558.
Among them:
A total of 11 shareholders and their proxies attended the on-site meeting, representing 185,155,657 shares with voting rights, or 30.27% of the company’s total outstanding shares with voting rights of 611,776,558.
A total of six shareholders and their proxies attended the meeting via online voting, representing 257,750 shares with voting rights, or 0.04% of the company’s total outstanding shares with voting rights of 611,776,558.
2. Attendance of A-share Shareholders
A total of 13 A-share shareholders and their proxies attended the meeting, representing 126,883,784 shares with voting rights, or 28.89% of the company’s total 439,276,558 A-share voting shares.
Among them:
A total of eight A-share shareholders and their proxies attended the on-site meeting, representing 126,627,034 shares with voting rights, or 28.83% of the company’s total of 439,276,558 A-share voting shares.
A total of five A-share shareholders and their proxies attended the meeting via online voting, representing 256,750 shares with voting rights, or 0.06% of the company’s total 439,276,558 A-share voting shares.
3. Attendance of B-share Holders
A total of four B-share shareholders and their proxies attended the meeting, representing 58,529,623 shares with voting rights, or 33.93% of the company’s total 172,500,000 B-share voting shares.
Among them:
A total of three B-share shareholders and their proxies attended the on-site meeting, representing 58,528,623 voting shares, or 33.93% of the company’s total 172,500,000 voting B-share holdings.
A total of one B-share shareholder and its proxy attended the meeting via online voting, holding 1,000 voting shares, which represents 0.001% of the company’s total of 172,500,000 voting B-shares.
4. Attendance of Other Personnel
The company’s directors, supervisors, senior management personnel, and the witnessing attorney attended the meeting.
II. Status of Deliberation and Voting on the Proposal
1. Voting Method for Proposals: Proposals at this shareholders’ meeting will be voted on through a combination of in-person voting and online voting.
2. The shareholders and their proxies in attendance at this shareholders’ meeting reviewed the agenda items and, following individual voting on each item, adopted the following resolutions:
(1) Report on the Acquisition of Equity in Dalian Bingshan International Trading Co., Ltd.
Director Ji Zhijian (holding 1,413,450 shares) and Director Xu Junrao (holding 925,249 shares), as well as shareholder Dalian Bingshan Group Co., Ltd. (holding 122,083,524 shares), are all related parties and recused themselves from voting on this proposal.
|
|
Voting rights held (shares)
|
Approved (shares)
|
Approval rate
|
Oppose (shares)
|
Abstentions (shares)
|
|
Non-affiliated shareholders in attendance
|
Sixty million nine hundred ninety-one thousand one hundred eighty-four
|
Sixty million nine hundred eighty-five thousand one hundred eighty-four
|
99.99%
|
6,000
|
0
|
|
Among them: A-share non-affiliated shareholders
|
2,461,561
|
2,455,561
|
99.76%
|
6,000
|
0
|
|
Non-affiliated shareholders of B shares
|
Fifty-eight million five hundred twenty-nine thousand six hundred twenty-three
|
Fifty-eight million five hundred twenty-nine thousand six hundred twenty-three
|
100.00%
|
0
|
0
|
|
Non-affiliated minority shareholders
|
6,335,123
|
6,329,123
|
99.91%
|
6,000
|
0
|
|
Among them: A-share non-affiliated shareholders
|
307,750
|
301,750
|
98.05%
|
6,000
|
0
|
|
Non-affiliated shareholders of B shares
|
6,027,373
|
6,027,373
|
100.00%
|
0
|
0
|
(2) Report on the Acquisition of Equity in Dalian Bingshan Metal Technology Co., Ltd.
Director Ji Zhijian (holding 1,413,450 shares) and Director Xu Junrao (holding 925,249 shares), as well as shareholder Dalian Bingshan Group Co., Ltd. (holding 122,083,524 shares), are all related parties and recused themselves from voting on this proposal.
|
|
Voting rights held (shares)
|
Approved (shares)
|
Approval rate
|
Oppose (shares)
|
Abstentions (shares)
|
|
Non-affiliated shareholders in attendance
|
Sixty million nine hundred ninety-one thousand one hundred eighty-four
|
Sixty million nine hundred eighty-five thousand one hundred eighty-four
|
99.99%
|
6,000
|
0
|
|
Among them: A-share non-affiliated shareholders
|
2,461,561
|
2,455,561
|
99.76%
|
6,000
|
0
|
|
Non-affiliated shareholders of B shares
|
Fifty-eight million five hundred twenty-nine thousand six hundred twenty-three
|
Fifty-eight million five hundred twenty-nine thousand six hundred twenty-three
|
100.00%
|
0
|
0
|
|
Non-affiliated minority shareholders
|
6,335,123
|
6,329,123
|
99.91%
|
6,000
|
0
|
|
Among them: A-share non-affiliated shareholders
|
307,750
|
301,750
|
98.05%
|
6,000
|
0
|
|
Non-affiliated shareholders of B shares
|
6,027,373
|
6,027,373
|
100.00%
|
0
|
0
|
(3) Report on the Election of Toshiyuki Takagi as a Director of the Company’s Seventh Board of Directors
|
|
Voting rights held (shares)
|
Approved (shares)
|
Approval rate
|
Oppose (shares)
|
Abstentions (shares)
|
|
All shareholders in attendance
|
185,413,407
|
185,390,507
|
99.99%
|
6,000
|
16,900
|
|
Among them: A-share shareholders
|
126,883,784
|
126,860,884
|
99.98%
|
6,000
|
16,900
|
|
B-share shareholders
|
Fifty-eight million five hundred twenty-nine thousand six hundred twenty-three
|
Fifty-eight million five hundred twenty-nine thousand six hundred twenty-three
|
100.00%
|
0
|
0
|
|
Minority shareholders
|
6,335,123
|
6,312,223
|
99.64%
|
6,000
|
16,900
|
|
Among them: A-share shareholders
|
307,750
|
284,850
|
92.56%
|
6,000
|
16,900
|
|
B-share shareholders
|
6,027,373
|
6,027,373
|
100.00%
|
0
|
0
|
For detailed information on the proposal, please refer to the Company’s announcement of the relevant Board of Directors’ resolution, published on February 16, 2017, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
III. 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 provisions of the Company Law, the Rules of the Shareholders’ Meeting, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, and the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.”
IV. Supporting Documents for Reference
1. The resolution of the shareholders’ meeting, signed and confirmed by the directors in attendance and the secretary, and sealed with the board’s official seal;
2. Legal Opinion;
3. Other documents required by the Shenzhen Stock Exchange.
Board of Directors, Dalian Refrigeration Co., Ltd.
March 8, 2017
